My Ultimate Academia
by Shocknawe 425
Summary: Being a hero is something Ben Tennyson has been for quite some time, but he never thought he'd see a world where it was commercialized. After a chance meaning with one of these 'Pro-Heroes', Ben agrees to go through a school to become a hero. With no way home and three of his most dangerous foes on the loose, Ben must learn from these heroes to help him in the long run.
1. Sneak Peek

_**This isn't the official story, but rather a sneak peek into what to see from the story. I plan to replace this with the official chapter when it is done, but I wanted to give you all something in the meantime, to let you know I am working on the story. So enjoy this for now.**_

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_**Disclaimer: I own nothing.**_

_**My Ultimate Academia: Sneak Peak**_

Ben let out a pained groan as he felt like he had just gone ten rounds with one of the Plumbers training officers at the Plumbers Academy, and he wasn't allowed to use the Omnitrix. The last thing he remembered was a huge flash of light then nothing.

Sitting up, he held his head, wincing when he sat up too fast, "Man, I feel like everything in my body switched places."

Taking a second to adjust and get his vision back, Ben finally open his eyes, but once he did, they widened in shock at what he saw.

His surroundings weren't at all what he would call normal, in fact, he had no idea where he was. Standing up, Ben gazed at what looked like the entire universe. Around him, masses that looked like galaxies hung around, thousands, if not millions of what he assumed were stars filled the sky.

Looking down, he saw the same thing, galaxies, and stars, making him wonder how he was even standing when there wasn't anything under his feet.

"What...?" breathed Ben as he looked around some more, taking a few steps forward. It was then he remembered what happened prior to waking up. He, Gwen, and Kevin went to put a stop to Vilgax's plan to destroy the Earth using a Transwarp Engine. The bearer of the Omnitrix then remembered Albedo had also shown up, with a new Ultimatrix, letting him transform into aliens just like he could. Then the hero recalled the last addition.

Malware.

A thousand questions raced through Ben's mind about that particular foe: the first among them was how was the psychotic Galvanic Mechamorph even alive?

Ben then remembered what happened next, the fight in the lab that ended up damaging the Engine. A portal was ripped open and Malware and Albedo were sucked into the event horizon. Vilgax followed next. Ben then realized that he had gone Upgrade to try and shut down the machine, but ended up getting pulled in as well.

Running his hand through his hair he looked up above him back to the stars and galaxies once. He realized none of that mattered at the moment. In fact the only thing that mattered was:

"Where the heck am I?" he asked aloud.

"There's really no point in asking that question, Young Tennyson," said a familiar voice, causing Ben to spin around and his attention to fall on the owner. Standing about nine feet away was a man who looked to be around his early forties. He wore a white lab coat over a white shirt with a brown vest and black tie, black pants, and black shoes. He also wore goggles with green lenses around his neck. His hands were in his coat pockets while a cheerful smile graced his face, "This is not a place, therefore, there is no answer."

"Professor Paradox," said Ben in surprise. He hadn't seen Professor Paradox in a while. A while back he first encountered the man when he, Gwen, and Kevin went to investigate Los Soledad. Turns out that in fifties Professor Paradox worked for the US government, researching the properties of quartz crystals. He found that the quartz could be used to open a portal into space-time. Unfortunately, Paradox was sucked into the event and thrown out of the effects of time. In short, Paradox no longer ages, he doesn't need to eat or sleep either, he just exists. When he was displaced outside of time, he went insane; however, millennia later, he "got bored of that, too" and became sane. "Very sane."

He then began to learn about the universe and no has a complete understanding of the space-time continuum. This allows him to travel to any point in space and time, as well as slowing down or speeding up time as he pleases. Ever since they first met, Paradox has been an invaluable ally to Ben when it comes to saving the universe, but despite that, Ben couldn't help but feel on edge whenever Paradox was around. If the scientist appeared, it usually meant there was some kind of large scale crisis that required Ben to stop.

"Hello, Young Master Tennyson," greeted the scientist as he approached the seventeen-year-old hero and extended his hand to him, "It has been some time, well for you anyway."

"Yeah, it has," replied Ben as he grasped Paradox's hand and shook it.

"Seems that you've got yourself in quite the dilemma," noted the time-traveling hero.

"I know," agreed the bearer of the Omnitrix, but after a second, he realized something, "Are you here to take me back to my world?"

Professor Paradox's smile fell slightly, "I'm afraid not, young Ben. In fact, your work has only just begun."

Ben frowned slightly, "That doesn't really answer my question, Professor, or why you can't take me back or what I need to do first, or what happened to Vilgax and the others."

"No, I don't suppose it does," agreed the time traveler, cupping his chin for a moment stepping away from Ben for a moment, "But before I start answering questions, it would be beneficial if I give you a rundown of Quantum mechanics," Paradox turned back to Ben, took out his pocket watch and clicked it open, the edges of which started glowing bright blue, "And string theory."

Suddenly, dozens of little holograms were projected out of the watch and floated into the air. Ben looked around in surprise as the holograms took the form of Earth.

"As you already know thanks to your encounter with Rex Salazar, there are many dimensions, many universes, many Earths, and thus; many Ben Tennysons across those dimensions," explained Paradox, "Dimensions that are not always in sync in time."

"Like the alternate versions of me enslaved by Eon when he attacked," recalled Ben when his evil future self attacked and tried to use the Hand of Armageddon.

"Quite right," nodded the professor as the Earth's flew away a short distance and a holographic tree suddenly sprouted between them, "Think of time and space as this tree."

Paradox then pointed towards the base of the tree where an orb appeared inside the tree, "Down here is when you were ten years old," he then gestured to a part of the trunk where another orb lit up, "Here is where you were previously in your time," he then justed to the top of the tree where the canopy started, "Up here is when you are thirty years old. The trunk is the main timeline."

"Then what are the branches for?" asked Ben, noticing a few branches sprouting out from the trunk.

"Those represent alternate timelines," answered Paradox, "where reality branches off and becomes a different timeline. Each containing its own Ben Tennyson.

"But what does that have to do with me or where I am?" asked Ben.

"To put it simply, where we are is akin to a leaf that has fallen from the tree," explained Paradox.

"Alright, but what about Vilgax, Albedo, and Malware," Ben said that last name with short order of distaste.

"The experiment conducted by Emil Hamilton has somehow thrown those three into a completely different universe where you do not exist," answered Paradox.

"Is that all?" shrugged Ben, "I should be able to handle them."

However, Paradox approached Ben and placed a hand on his shoulder, with a confident smile, "I'm certain of it Ben, but you know this isn't the first time this has happened."

"What do you mean?" asked the hero, confused.

"I mean, this isn't the first time a version of you has ended up in an alternate universe," explained Paradox, however, his tone then turned grim, "or has lost something precious."

Ben frowned slightly, not liking what Paradox was referring to.

"I can handle Vilgax and the others, I've done it before," stated the brunette.

"You have, not normally alone," countered the professor, "you see, the alternate Ben's that have traveled to another world all gained something while they were there."

"What was that?" asked Ben.

Paradox smiled and held up his watch in front of them and suddenly a portal appeared, creating a window in what Ben assumed was an alternate timeline.

"They made friends," answered Paradox as one by one, the images became clear.

In one window, Ben recognized himself sitting at a table with several other people. Two girls and two guys, and what looked like a... blue cat with wings? One of the girls looked to be about BenBen's age, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt and had a brown belt around her waist, which had a black whip and key ring on it. The keyring had eight keys on it, four of them being gold, and the other four being silver.

One of the guys them was a young man with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He also had a scarf around his neck that bore a scale-like pattern.

He was arguing with the other male member at the table, likely not much older than the one with pink hair, with spiky, onyx hair. He wore black pants and a long, white coat with blue trim. Both seemed to get pretty intense until the other girl slammed her hand on the table.

The first thing he noticed about her was the color of her hair, which was a bright scarlet color. The next thing that stood out to him is that she was almost completely covered in armor. She wore a breastplate over her torso with a golden, asymmetrical cross that intersected over top. Her shoulders had three-layered shoulder plates, and she wore greaves on her forearms that ended in a wing-like structure at her elbows. She also wore a blue skirt, which was covered slightly by plates of armor attached to brown, leather straps that connected to her equally brown belt. In addition, she also wore black, knee-length boots.

While the two guys jumped and appeared to cower, Ben saw that his alternate version didn't look worried at all and instead smirked and shook his head. The most interesting thing was that all of them had the same symbol on their person in some way.

"Close allies, Ben," explained Paradox, "people you can depend on and trust with your life."

"So when I go to this world, I need to make allies, people to help me fight Vilgax and the others?" guessed the bearer of the Omnitrix.

"Indeed, Benjamin," nodded the time traveler, "Now, before you go, there is one thing you should know about this world."

"What's that?"

"In this world, humanity has developed abilities they refer to as a Quirk," explained Paradox, "What this is, is a special, superhuman ability an individual can possess. Quirks are generally unique to their users and are classified into multiple categories. The user is also given one single ability of that said Quirk, rather than many abilities. Thus, the idea of heroes has been commercialized."

Paradox then glanced at his watch, "I am sending you sometime before Vilgax and the others arrive, to grant you a window to prepare."

"Wait," asked Ben, "how do I know who to trust?"

"That is up to you, Ben," stated the professor, "but if there is one thing I have not to doubt about this, is that while you are there, you will become one of the greatest heroes that world has ever seen."

"Huh?"

"Just be yourself, Young Master Tennyson," stated Paradox, smirking as he clicked his watch once more, "No off you go."

"Hang on a sec-" Ben started but was cut off when he suddenly glowed blue and vanished from sight. Paradox then turned back to the window, seeing it had changed.

Now, the alternate version of Ben was wearing black dress shoes, black slacks, a dark green button-up shirt, and a black dress jacket. He was sitting under a stary night on a mountainside, sharing a passionate kiss with the redhead from before who was wearing a black long sleeve shirt, an orange-and-red plaid skirt, black stockings, and dark brown dress shoes. Her scarlet hair was tied up in a ponytail with an orange-and-red plaid ribbon, and a couple of long bangs hung freely from her temples.

"Curious how these Ben's have similar events that lead them to other worlds and new friends," mused Paradox.

"From all the worlds and timelines Ben Tennyson has landed in; from the Avengers, Justice League, even the world of Remnant," sighed the professor with a proud smile as he watched the two share their moment for a few more seconds before breaking the kiss to just lean their heads against each other, "This remains one of my favorites."

The time traveler then clicked his watch and the window vanished and so did he.

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_**Follow the story to see the official chapter and I hope you like those references to other Ben 10 crossover stories. In anyway case, I hope you like the story when it gets published.**_

_**Read and Review.**_

_***Update***_

**_Making a poll regarding My Ultimate Academia. As I said before in the proposal, I am including Vilgax into the story, as well as Malware and Albedo. For now, I'm focusing on Vilgax, a poll is going up regarding the warlord. You might want to take a look at it._**


	2. Chapter 1 Other Dimensions: Part I

_**Author's Foreword**_

_**Alright, getting a resounding wave of support from a bunch of people. I'll be honest, I did not expect this much support so soon. I'll be honest, I don't know that much about My Hero Academia and I plan to watch the dubbed anime but I can't seem to get into it at the moment. However, I will do my best to get into the show so that I can better write this story.**_

_**While we're still discussing the story, I'll relist the changes that I'm going to make to Ben 10 and My Hero Academia, as well as some new changes that I didn't mention before and a few new alterations.**_

_**1) Ben will have the new Omnitrix from Omniverse but it will have the Ultimate function. His appearance will be that of AF/UA. The appearances of Ben's aliens will vary between Omniverse and Ultimate Alien (including Heroes United) because the appearances of specific aliens are better than others in my opinion in specific shows.**_

_**2) Ben's enemies that will be sucked into the MHA Universe alongside him will be as follows: Vilgax, Albedo, and Malware. Vilgax will have his AF/UA appearance and abilities/weapons since I personally like the whole intergalactic gladiator/conqueror aesthetic he had. Albedo will have his AF/UA appearance but have the Ultimatrix from Omniverse and his aliens will have different coloring to Ben's, or even different looks all together (example: Ben's Ultimate Spidermonkey looks like the one from Ultimate Alien but Albedo's looks like the one from Omniverse). I don't need to explain Malware, but he will be appearing in his regular hulking form, i.e. his third form. Other villains may appear like Eon and I'm considering including Maltruant, but these aren't set in stone. Only Vilgax, Albedo, and Malware are for certain going to appear. Also, since Malware is present, the events involving Feedback being destroyed are a part of this story and Feedback will not appear for a while.**_

_**3) Okay, I know I said I would leave it open for who should be paired with Ben, but after some thought, I've decided that the best pairing for Ben would be Momo. Now don't get me wrong, he can still be good friends with other girls. His relationship with Itsuka, the second most requested pairing for Ben will be more akin to a brother/sister relationship. She and Ben will be close, but the main pairing will be Ben and Momo. With that in mind, I may put him on the student council with her but I'm not entirely certain how. Suggestions are welcome. Also, for the story, I'm going to make Momo's and Itsuka's initial ages to be sixteen so they are the same age as Ben for this story.**_

_**4) After much consideration, I've decided that trying to include Nana into the story would be way too complicated and more trouble than what it's worth for the story. It is for that reason that I am now making Ben's surrogate mother Midnight, or Nemuri Kayama. I know she's very flirtatious and playful and she may not mesh well with Ben's personality, but I believe that Ben could help her 'mature' in a sense. Like, make her more professional and not as playful/flirtatious. She will still be her regular self, just toned down a bit. Also, a playful/flirtatious mom is not that uncommon in anime, so… yeah.**_

_**Don't expect updates too often for this story. My main focus shall remain on DMC: Slayer's Return, meaning updates will appear at varying intervals that could be days, weeks, worst-case scenario: months at times.**_

_**Also, a poll has been posted on my profile regarding Vilgax. Take a look if you want.**_

_**Alright, with that out of the way, let's get into the story!**_

_**Disclaimer: I own nothing.**_

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_**My Ultimate Academia**_

_**Chapter 1: Other Dimensions: Part I**_

When someone thinks of what it must be like being a superhero they usually think of the following: danger, adventure, action, excitement, peril, etc. At the moment though, sixteen-year-old Ben Tennyson wasn't experiencing any of that. What he _was_ experiencing was a distinct feeling of boredom. In fact, the most dangerous thing to his health at the given moment was the smoothie he was drinking.

At his favorite Mr. Smoothie, wearing his signature green jacket with two white stripes around the right bicep, a number 10 on the left side over top a white stripe that went down the length of the jacket, black undershirt, blue jeans, and black and white sneakers, Ben was currently wishing that something even slightly more dangerous than a brain freeze would come his way.

The main reason for his boredom was because of the recent lack of crime or excitement that had to do with the galaxy's current state. About eight months ago, the crime rate had plunged to an all-time low, not just on Earth but all throughout the Milky Way Galaxy (excluding the Anur System). The Plumbers, an intergalactic law enforcement organization that made use of many high-tech gadgets and weapons to protect inhabited planets from various alien threats and attacks, had received new, more powerful weapons/equipment, courtesy of a collaborative effort between the Galvan and Cerebrocrustaceans.

Along with new weapons, the Plumbers had also received new armor; essentially, gaining a total overhaul to help them deal with threats that only Ben and his team could previously deal with before. It looked as though the Galvan were finally starting to open up from their secretive ways in regards to technology and innovation, moreover, it also looked like relationships between them and the Cerebrocrustaceans were improving when they worked together. While there were some protests on Galvan about giving away their technology and even more about working with their long-time intellectual rivals, the general consensus was that the universe needed to move forward. So the scientists and military officials of the Galvan and Cerebrocrustaceans agreed they were the ones best suited to help take the first step. Besides, it wasn't like the former could call upon the bearer of the Omnitrix every time something bad happened, and the latter was in debt to him for dealing with the matter of one particular, problematic member of their kind.

So to sum it up, the joint effort was finally putting to rest the bad blood between the two species and their ancient rivalry as to who was the smartest species in the galaxy.

Ben smart and mature enough to know that peace was a good thing; that there wasn't anything wrong with taking a moment to rest with crime down and taking a moment to just enjoy life. That didn't mean he didn't miss the action though. Turning into aliens everyday and fighting some criminal, giant monster, or alien bent on intergalactic conquest was something he missed. He didn't become a hero for fame or stuff, though at a time, he welcomed it (and he still kinda does), but he knew that wasn't what heroes do. For him, helping people was reward enough.

Following the fiasco with Dagon, Sir George, and the war between the Forever Knights and Esoterica, Diagon's personal army/slaves, Azmuth had given Ben a brand new Omnitrix; the official version, more powerful than the prototype that he received by accident when he was ten years old. Unlike its predecessors, the prototype and the Ultimatrix, this Omnitrix was now square like an Apple Watch and had a white & green color scheme. The faceplate was black with two green stripes forming an outline for the hourglass of the intergalactic peace symbol, which also happened to be the logo for the Plumbers.

The wielder of the new Omnitrix glanced down at the most powerful device in the universe, remembering the moment when Azmuth had given it to him after he had returning Ascalon to him.

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_*Flashback*_

_Ben smiled as he looked around the room to see his best friend Kevin, his cousin Gwen, and his girlfriend Julie with Ship still hanging from her shoulders, all give him an approving smile. They all knew that Ben would never try to force his will upon anyone; it wasn't him. The hero then frowned as he looked down at Ascalon still in his right hand._

_"Now all I have to do is to figure out what to do with this," said Ben holding up the sword Azmuth created hundreds of years ago. The power was just far too tempting and easy to abuse. Before anyone could make any suggestions, a hum filled the air. The group looked down at the ground a few feet away to see a white glow seemingly appear from nowhere._

_The light flashed for a second becoming brighter before fading, revealing Azmuth materializing before them._

_"I suggest you return it to its creator," stated the Galvan, looking up at Ben._

_"Azmuth!" said Ben in surprise, walking towards the First Thinker. Carefully, the teen took Ascalon's blade in his hands and pointed the handle down to Azmuth so it was in his reach._

_The Galvan touched the pommel and the sword was suddenly turned into green energy. The energy then weaved away from Ben and into the night sky, flying further away before vanishing in a distant flash._

_"You were right," said Ben as he watched the sword disappear into the starry cosmos, "That's too much power for any-"_

_The teen stopped when he saw Azmuth holding out his right hand expectantly to Ben, "What?"_

_"The Ultimatrix," requested the creator of the Omnitrix bluntly, "Give it to me."_

_Suffice to say, Ben was surprised and confused did as was asked. He pushed up his left sleeve and held out his left arm. The Ultimatrix suddenly began sparking as green electricity danced across the device before it fell off of Ben's arm. The teen looked down at the ground where it landed and watched as it was engulfed in green energy, similarly to Ascalon, and vanished without a trace._

_"But Azmuth," began Ben, looking at the mentioned alien with confusion, "I thought I proved I was worthy?"_

_"As usual, you don't understand," explained the creator, stroking the tendrils on his face like they were a beard, "You have proved your worth, but this inferior copy of my Omnitrix isn't worthy of you."_

_Ben furrowed his eyebrows, still not fully understanding, "I don't-"_

_"Of for the love of-," exclaimed Azmuth, throwing his hands up in exasperation before narrowing his eyes and gesturing to Ben's left arm, "Look at your wrist!"_

_Initially surprised by the outburst, Ben pulled back his jacket sleeve to reveal a brand new Omnitrix on his wrist. A green glow was fading away as it finished being transported from Galvan Prime._

_"An Omnitrix?" he breathed in surprise, recalling Azmuth once mentioning he was creating a new Omnitrix._

_"__The_ _Omnitrix," corrected the Galvan, "An improved version I've been working on ever since you were given the prototype six years ago. And, despite my reluctance, I've included the Evolutionary Function that my troublesome former assistant created. Considering your ability to get into trouble, you may need it in your future endeavors."_

_"I don't know how to thank you," Ben said, still surprised and excited over receiving a new Omnitrix._

_"Keep doing the right thing," Azmuth smiled proudly._

_"I don't suppose you'd consider giving me the Master Control?" Ben wondered, cocking a brow in anticipation._

_Azmuth placed his hands behind his back and smirked, "Perhaps for your eighteenth birthday." Having said that, Azmuth left the same way he arrived, in a flash of white light._

_Gwen, Kevin, Julie, and Ship regrouped with Ben, the former three with smiles plastered on their faces. Ben looked around at his friends, glanced down at his new Omnitrix, and then looked off in the distance with a confident smile._

_*Flashback end*_

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Since then, Ben had unlocked several new aliens with the new Omnitrix, but he saw little need for them when there wasn't anything to actually do.

"Ugh... I know I'm going to regret saying this, but...," muttered Ben to himself as he swished his smoothie around, "Couldn't somebody, I don't know, rob a store? Stick up a bank? Heck, I'd even take a jaywalker."

Leaning forward, he rested his elbow on the table edge, taking another sip of his smoothie. After having enough he paused for a moment as if hoping something would happen. He even went as far as to look around the immediate area for something, anything, bad to happen in Bellwood. The hero let out an annoyed sigh when he found nothing wrong.

"Boy, it sure is quiet today," Ben suddenly said aloud in a fake happy tone, getting an idea and decided to try it out, "Sun in the sky, birds chirping, all-around perfect. It would be a shame if someone ruined it!"

Another quick look around the area showed that the day had continued to remain peaceful.

"Come on, the universe," whined Ben. "Throw me a bone here! The one time I _want_ something to go down, you got nothin'?"

He then sighed and slouched in his chair, "Guess things really have changed."

Suddenly, the Omnitrix began beeping, grabbing the hero's attention. He immediately sat up and locked his focus onto the device. He tapped the faceplate of the Omnitrix. The only time it went off was when something was going down.

_"Ben!"_ addressed his caller, who Ben instantly recognized as his cousin Gwen.

"Gwen, what's the problem?" Ben asked his cousin, standing up from his seat and preparing to leave.

_"The Plumbers have detected a ship entering the solar system and it's heading for Earth," _stated Gwen, gaining Ben's undivided attention.

"Ships are always coming and going from Earth," Ben said nonchalantly, although he had a gut feeling about who it was that the ship belonged to, "I don't see the problem."

_"Ben," _started Gwen, pausing for a moment, as if wishing she didn't have to say what was coming out of her mouth, _"It's Vilgax's ship."_

Immediately, Ben's expression changed, hardening as a glare formed.

"How long until he arrives?" he demanded, his tone sharper. It was then he heard Kevin's voice.

_"Already here, Tennyson,"_ spoke up the former Osmosian sociopath. _"Plumbers gave us the okay to intercept him where he lands."_

It was then Ben heard the roar of a familiar engine. Looking up at the sky, he spotted a green jet plane coming in. Ben narrowed his eyes as he watched the jet grow closer and closer.

"Don't bother slowing down. I'll head up to you," Ben said before he shut off the link. Tapping the faceplate of the Omnitrix, a green, holographic ring appeared with several alien head icons on it. Scrolling through the selection of the active playlist, he found the icon he needed and tapped the faceplate again to select it. This caused the holographic ring to disappear and the faceplate to slide back, allowing the core to come out.

Ben then slammed the core down and a massive emerald flash covered over the hero. When the light faded, Ben was a humanoid alien with red skin, one black, lightning bolt-like stripes coming down from either shoulder and converging at the Omnitrix dial on his chest. It had yellow lips, which connected to yellow horns above his eyes that somewhat resemble large eyebrows pointed upwards. It looked vaguely similar to a manta ray.

The alien then spread his arms, revealing yellow patagia underneath them.

_**"JETRAY!"**_ shouted the alien as he then crouched low and took off into the air, flying right for the green jet. The underside of the ship revealed a sort of airlock that opened up and allowed Jetray to fly inside. With their final member on board, the Rust Bucket III's engine's roar as it shot into the sky, heading right for one of Ben's oldest and most dangerous villains.

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_**Rust Bucket III**_

If there was one word to describe the atmosphere of the Rust Bucket, it would be tense.

Upon entering the rebuilt plumber ship, courtesy of Kevin's skill as a mechanic, Ben had returned to human and took his place in the co-pilot chair to Kevin's left. From that moment on, the wielder of the Omnitrix hadn't said a word as the Rust Bucket's afterburners roared and propelled the ship to supersonic speeds. His focus forward with a grim expression on his face.

"Ben?" Gwen spoke up, getting her cousin's attention, "You okay?"

"I'm fine," he replied curtly.

"Could have fooled me," interjected Kevin from the pilot's chair, "You've been glaring at the window for the past ten minutes."

"Kevin, not helping," admonished Gwen, shooting her boyfriend a sharp glare, earning only a shrug.

"No, Kevin's right," sighed Ben, surprising both of his friends.

"He is/I am?" Kevin and Gwen said at the same time.

"Going into a fight mad won't help me, even after what happened," he elaborated, his expression turning a little dark towards the end of the sentence. Gwen and Kevin glanced at each other for a moment, both knowing exactly what Ben was talking about. Before either of them could say anything else, the Rust Bucket's sensors started going off.

"We've got incoming!" shouted Kevin as he yanked the controls to the right to avoid a barrage of lasers. Gwen and Ben grabbed ahold of anything they could to avoid getting thrown by the sudden turn.

"From where?" asked Gwen, readjusting herself in her chair. Ben pulled himself back into his own chair and leaned forward, his eyes narrowing when he saw what was responsible.

"I've got a pretty good idea," he stated as an orange glow swept over the Rust Bucket III. Sure enough, the thing responsible for shooting at them was indeed Vilgax's ship, the Chimerian Hammer. The massive vessel was hovering over what looked like a lab of some kind. Several ports on the ship opened up to reveal several batteries which then fired at the Plumber craft.

Kevin gritted his teeth as he yanked hard on the controls once more, twisting the Rust Bucket III around to avoid the shots fired at them.

"Seems like Squidface got his ride an upgrade," noted the former criminal as he pressed a few buttons on the console in front of him.

"It's more than that," interjected Gwen, typing at her own screen, "I've run a scan of the building and picked up a weird energy signature."

"Define weird?" asked Ben as he held onto his chair.

"Weird as in something in the building is fluctuating across the entire energy spectrum," replied the redhead.

"Forget about Vilgax's ship, get us as close to the building as you can," ordered Ben.

"We're still getting shot at," reminded Kevin as he jerked the controls once more to avoid the laser fire.

"Whatever is in that building, I'm guessing Vilgax wants," elaborated the bearer of the Omnitrix, "I'm willing to bet that he won't destroy the place and whatever is inside it for nothing."

Kevin glanced at Gwen for a moment, seeing if she agreed with this plan. He let out a groan as she nodded that the plan did have some logic. Pressing a few buttons, he set the Rust Bucket to autopilot and to circle the area just outside of Vilgax's firing range. With the coordinates set, Kevin got out of his chair, as did Ben and Gwen and all three headed to the hatch where Ben entered. Suddenly, the hatch opened and all three fell through.

The bottom of the Rust Bucket released all three of its passengers before turning around. As the three were falling, Gwen threw up a pink orb around them, slowing their fall down. Upon reaching the ground, Gwen kept the barrier up as dozens of robotic drones Vilgax would use opened fired at them. Red energy bolts pelted Gwen's mana shield.

"Haven't seen these guys in a while," noted Gwen as the drones kept firing.

"Guess Vilgax must be running out of hired help," suggested Kevin as he crouched down and absorbed the asphalt parking lot, creating an armor.

"Just means we know how to beat him faster," stated Ben as he activated the Omnitrix once more, after scrolling through the selections, he found the alien he wanted. Selecting the alien, the core popped out and he slammed it down.

In a green flash, Ben was replaced by a humanoid being that appeared to be made of pale green crystals. Four large shards jutted out of his back and a pointed head with a large chin. This form was wearing a black and green shirt with no sleeves, revealing his crystal arms. A large green stripe down the center of his chest towards a green and white belt that had the Omnitrix in the center like a buckle. He also wore black pants and black boots with green soles.

_**"DIAMONDHEAD!"**_ shouted the transformed hero in a deeper voice. He then turned to both Gwen and Kevin, the crystals making up his body cracking as he did so, "Let's do this."

Both heroes nodded before the redhead dropped the shield. Once the shield was down, all three charged. Diamondhead held out both hands in front of him as he charged, firing dozens of crystal shards. The shards easily pierced the forward drones, blowing up as a result of being pierced. The Petrosapien then rolled to the side to avoid a more powerful blast from a larger drone. Narrowing his green eyes, Diamondhead morphed a long blade from his wrist and charged right at the drone. He leaped at the machine, and let out a shout as he sliced the drone in half.

Meanwhile, Gwen was firing orbs of Mana at several other drones, the orbs exploding on impact. The redhead then created a barrier to block a drone from punching her before retaliating by grabbing the machine in a tendril of Mana. She grunted while swinging it around and hurled it into a group of drones, destroying them in a large explosion.

As for Kevin, the Osmosian morphed his hands in spiked balls and let out a battle cry as he smashed a drone's head before spinning around to kick another drone in the face. He rolled across the ground to avoid laser fire before charging at the three drones. Morphing both his arms into blades, he ducked and rolled under the laser fire, getting in close to slice the drones in half. The Osmosian slid passed the drones as sparks shot out from their sides for a few seconds before they collapsed and exploded.

The three heroes tore through the remaining drones, while evading some shots fired from Vilgax's ship, making their way towards the building. After reducing one last drone to scrap, Ben, Gwen, and Kevin quickly got inside the building and sure enough, the ship stopped firing the second they were in.

"Huh, what do you know?" commented Kevin, amazed that Ben was right about something like this, "Looks like you were right, Tennyson."

"You don't have to sound so surprised you know," frowned Diamondhead, tapping the Omnitrix on his chest, returning to normal.

"Come on," ushered Ben turning away from the entrance and headed further into the building. Kevin and Gwen glanced at each other for a second before following the Omnitrix bearer. As they were walking deeper into the structure, Gwen stopped for a second when she heard a groan. Looking around the hallway, for a second.

"Guys," spoke up the redhead, getting her cousin's and boyfriend's attention.

"Yeah?" asked Kevin.

"I think someone is still here," she informed them. The Osmosian and Hero looked at each other almost instantly. If someone was still here, they had to get whoever it was out of here as soon as possible.

"Can you sense him?" asked Ben.

Gwen closed her eyes and held out her right hand. Her hand started glowing pink with mana as she searched the area. After a few seconds, the redhead turned towards a door in the hallway they were currently in. Walking towards it, she grabbed the handle and opened the door. Once she did, Gwen let out a surprised gasp when she saw who it was she sensed.

The room was an office of some kind, papers scattered everywhere, desk destroyed and chair crushed, but her attention was one the person slumped on the ground against the far wall.

"Gwen, what did you…," Ben and Kevin rushed over when they heard her gasp, the brunette speaking to his cousin but stopped when he saw what made her gasp.

It appeared to be a man, middle-aged, wearing a white lab coat, yellow dress shirt, tan pants, and black tie. He had a brown trim beard, short graying hair and black-rimmed glasses. Overall, it wasn't hard to guess that whoever this was, he was a scientist. The man let out another groan as he lifted up his head and saw Ben.

"B-Ben Tennyson?" gasped the scientist when he saw the hero. All three heroes entered the room, Gwen kneeling beside, along with Ben while Kevin remained standing just in case they had company.

"What happened?" asked Ben calmly but seriously.

"P-please, you must stop them!" begged the man as he grabbed Ben's arm, his eyes wide with desperation.

"Calm down, sir," requested Gwen as she placed a hand on his chest to force him to lean back against the wall, "Can you start by telling us who you are?"

"My name is Professor Emil Hamilton," answered the scientist, sitting up slightly, but winced in pain, grabbing his side for a second.

"What you were working on here before the attack?" asked Ben.

"W-We were attempting to create a new form of renewable energy," explained the man, clearly still shaken by what happened, "A transwarp engine."

Kevin let out an impressed whistle, "Impressive."

"It is," nodded Hamilton before turning to Ben, "I have been working with the assistance of a Galvan to improve Earth's growing energy crisis. With Fossil Fuels having a finite limit, the transwarp engine could produce enough energy to power an entire continent for a century."

"What does Vilgax want with it?" asked Ben.

"Transwarp engines are extremely powerful, using the entire energy spectrum to power pretty much anything," explained Kevin, folding his arms, "Mount one of these things on a ship and you can get to pretty much anywhere in the galaxy instantly, but you gotta pass through this thing called Transwarp Space."

"How come we don't use them?" asked Ben, cocking an eyebrow.

"Because the transwarp engine, if not correctly tuned, can end up transporting you to another time if you're lucky," explained the former sociopath.

"Oh, is that all?" remarked the hero dryly.

"I have found that the engine can be used for applications other than transportation," picked up Emil.

"So why does Vilgax want it?" asked Gwen.

"Why don't we ask him?" stated Ben as he stood up, he looked down at the Professor for a second, "Stay here, Professor."

"Wait!" stopped Hamilton, causing Ben to look back, "You must understand that the engine is not complete and is unstable. You must be cautious."

"We'll be careful," promised Gwen as she stood up with Ben and Kevin, "Stay here, don't open the door for anyone other than one of us, understand?"

"Y-yes," nodded Hamilton as he took slow breaths, "But please, even the slightest upset could result in dire consequences."

Ben, Gwen, and Kevin glanced at each other for a second before nodding to the professor.

* * *

A few minutes later, the three heroes stepped into a massive room. It could easily house the Rust Bucket III with room to spare. At the center of the room was what could be described as a giant engine block. A large circular center that was glowing a deep blue, multiple cables connected to the massive machine and led to a control console not far from the device. However, the fact that no one was present put the heroes on edge.

"No Vilgax?" noted Kevin, glancing around for the Chimera Sui Generis warlord.

"He's here," stated Gwen, her hands lighting up with pink orbs of Mana, "Just waiting for us to get closer."

"We're not just gonna walk right in, Vilgax," called out Ben, folding his arms. There was a pause for a few seconds, silence hanging in the air until heavy footsteps echoed through the entire room. Stepping out from behind the machine was Ben's arch enemy.

"Very well," replied Vilgax as he emerged. The ruler of the Chimera Sui Generis species wore red and blue armor, a belt which is attached to a raygun pocket. He was also wearing dark blue stockings with metallic squares on the front of his thighs and shins. On his right hand was the Ruby Ray of Ulo which he won during a Heroes Challenge that once belonged to the greatest hero of Ulo. On his left hand was a golden gauntlet with a golden crystal; the Shield of Ziegel which he also won in another Hero's Challenge. On his left shoulder was a golden shoulder pad with a black circle at the center and a red V over top. Hanging from his face were five tentacles, giving the appearance of a sort of beard. Sheathed across his back was a massive sword.

The warlord stepped in front of the machine, putting himself between it and the three heroes. Ben narrowed his eyes into deadly slits as he stared at his enemy.

"It has been a while, Tennyson," spoke Vilgax, his voice deep and hoarse.

"Not long enough, Vilgax," stated the bearer of the Omnitrix sharply as he activated the Omnitrix, tapping the faceplate. After quickly scrolling through his aliens, he found the one he wanted. Selecting it again, the faceplate slid back to reveal the core and Ben slammed it down. A massive flash filled the entire room and Ben turned into a twelve-foot-tall, humanoid dinosaur with brown, reptilian skin, and a tan underbelly and underarms. Its hands had no claws, nor did its feet. The Omnitrix dial was displayed on the center of its chest.

"_**HUMUNGOUSAUR!"**_ roared the alien dinosaur, swinging his arms up into the air, meanwhile Kevin crouched down and absorbed the concrete floor while Gwen created orbs of mana in her hands. The three heroes adopted combat stances

"You will not impede me this time, Tennyson," stated Vilgax as he remained in a calm position.

"Yeah?" questioned Humungousaur, narrowing his eyes, "How's that?"

"Because he is not alone," called out a very familiar voice. Ben and his friends looked to their right to see sight that still got to them even after all this time. Stepping into the light was what could be described as an exact copy of Ben, however, while he looked physically like Ben, this doppelganger had white hair, slightly paler skin, and blood-red irises. He was wearing a red version of Ben's green leather jacket and similar clothing.

"He has sought out the assistance of the greatest foes of Ben Tennyson," stated the negative version of Ben with a very superior/condescending tone.

"Albedo," said Gwen, slightly surprised.

"Great, we got Ben's evil clone here," snorted Kevin as he morphed his fists in spiked maces.

"What are you doing, Albedo?" demanded Humungousaur, "What are you doing with Vilgax?"

"Ever since your interference, Tennyson, I have been trapped in this hideous body unable to maintain more original Galvan form," shuddered Albedo, "And it is for that reason why I have joined Vilgax, to enact vengeance."

Albedo sent the trio a dark smirk as he raised his right hand and revealed a device attached to the back of his right hand. The device made Ben, Gwen, and Kevin widen their eyes in surprise.

"Another Ultimatrix?" guessed Humungousaur, "What's stopping Vilgax from stealing this one?"

"Unlike the Omnitrix, this new Ultimatrix doesn't alter DNA but rather stabilizes it," explained the former Galvan as he tapped the core, making it pop out, "Because of your interference, I could not keep my true Galvan form or any form for an extended period of time. But with this-."

Albedo then pushed the core down and in a red flash, he transformed into a darker version of Humungousaur, but with some alterations. Instead, this version of the alien had dark red eyes, darker skin, a creamy-white inner side, a red and black sash went over his chest to his left shoulder and wore some black briefs with a white belt.

"That problem no longer plagues me," stated the evil Humungousaur, he then reached up to the dial on his chest, "In fact, my position has never been better."

The Vauxsaurian tapped the Ultimatrix, the dial turning slightly to the left while four large clamps flipped out, what followed was red energy sweeping across his entire body. The evil Humngousaur suddenly began growing larger, his skin turning a grayish tan while yellowish-brown spikes sprouted out of his skin. On his limbs, there are exposed metallic tubes, even some metallic "veins" can also be seen on his skin. A large shell grew on the alien's back with a single row of spikes running down the center. A pair of shoulder pads grew on top of his shoulders, also with spikes while some holes appeared on his chest. The tip of his tail grew into a large mace covered with spikes.

A sort of silver helmet grew on top of Humungousaur's head, with three spikes on the top, and two on the bottom and resembles a Styracosaurus more than an Ankylosaurus. The front of his helmet has a dark blue mask, which has a rhino-like horn on top of the nostrils and there are two smaller horns that run down the silver part of his helmet. Tusk-like structures grew on his mask that point down, while also having a pair of tiny horns above his eye sockets. His eyes are outlined in black and are indented further into his head, being surrounded by pale red skin. His mouth consists of the beak on his mask and a more pronounced lower jaw, with has a large yellow fang on each end and four small skin-colored teeth in between. There are now three gill-like structures on each side of the silver part of his helmet.

"So you got another cheap rip off of Amzuth's work?" snorted Humngousaur, "I've heard this joke before. It wasn't funny then, it's not funny now. Besides, you're not the only one that can do that trick."

Humungousaur reached up and tapped the faceplate of the Omnitrix. From the faceplate, four bands flipped out and a green wave swept across his entire body. He has camo green skin and his helmet has three silver spikes running down the top, and two downward-pointing black horns on the sides. His back armor has long spikes running down each side, his plated chest and torso are dark blue with five spikes on each end and his tail has a blue mace on the end of it, with silver knuckles have silver barrels on them and has black claws.

"_**ULTIMATE HUMUNGOUSAUR!"**_ roared the evolved Vauxsaurian.

"I see that arrogant fraud, Azmuth, left you with my Evolutionary Function," stated Albedo bitterly.

"Figured it would come in handy," stated Ultimate Humungousaur, "But from our history, I don't think I would need it to deal with you two, in the end, you'll lose. Only thing that's changed is your plans."

Suddenly, a dark chuckle echoed through the entire room, a chuckle that made Ben's blood stop and a shocked expression cross his face. Even Gwen had a somewhat haunted expression, that laugh sending a chill down her spine. Seeing his hated enemy's reaction caused Vilgax to smirk darkly.

"I disagree, boy," stated Vilgax darkly, "Things are much more different than you realize."

"I do believe you humans have a saying: 'The more things change...,'" began Negative Ultimate Humungousaur.

Suddenly, Vilgax stepped aside to reveal a third member with them. The figure stepped forward, and when he did, Ultimate Humungousaur's eyes widened even further. Standing before the heroes was a Galvanic Mechamorph, one of Upgrade's species, but this was very much different from the typical green and black techno-organic alien. This Mechamorph stood at around eight feet tall and was much bulkier than his species, with a hunched posture and animalistic appearance. A row of spikes went down the alien's back with two spikes on each arm, while the head looked similar to a dinosaur with four fangs, two on the jaw and two above. Inside the mouth, a yellow glow emanated while red circuits covered the entire tar-black body. A single red circle served as the Mechamorph's eye.

"'...the more they stay the same,'" finished the dark Galvanic Mechamorph in a computerized voice, chuckling sinisterly.

"You!" gasped Ben in shock at seeing this particular foe.

"Greetings Ben Tennyson," replied the psychotic Mechamorph, "Why so surprised? You didn't think a mere child could get rid of me that easily, did you?"

"How are you alive?!" demanded the hero, "And what are you and Albedo doing working for Vilgax?!"

"Do not presume our role in this endeavor, Tennyson," cautioned Albedo tightening his fists, popping his knuckles, "I am no beings lackey."

"Nor am I," added Malware, "but to answer your question, a necessary evil for our greater goal: to destroy Azmuth."

"That's not gonna happen," snarled Ultimate Humungousaur, "Last time we fought, I left you as a puddle of gunk."

The hostility in his voice was not lost on Kevin as he glanced at Gwen for a second, "Someone wanna fill me in on who this guy is?"

"His name is Malware," explained Gwen, taking a quick between her cousin and the evil Mechamorph, "He was created by Azmuth when he first created the Mechamorph race. He was the last Mechamorph born in the first generation. But when he was created, his Life-Code was interrupted, corrupted: an incomplete Mechamorph. Unlike other Mechamorphs, Malware doesn't just mimic anything technological, it became a part of him, but at a pretty heavy cost."

"I'm flattered you remember me, young Gwendolyn," snorted Malware, "but flattery will not save you."

"As you no doubt are aware, the device you see is a transwarp engine," informed Vilgax gesturing to the unfinished machine, "Under normal circumstances, this device could allow one passage to any point in the galaxy, in a matter of moments."

"But you found a different use for it, haven't you?" accused Ultimate Humungousaur, narrowing his green eyes at his nemesis.

"Indeed I have, Tennyson," confirmed Vilgax, "In its unfinished state, this Transwarp engine functions quite well as a gravitational imploder, using energy from across the universe to focus on one single point. If activated, the engine will generate a field that will draw in all surrounding matter not dissimilar to a singularity."

All the heroes knew exactly what a singularity was and now the importance of the situation.

"You're talking about opening-," began Gwen but was cut off by Albedo.

"A black hole as you humans refer to such phenomenons as," smirked Albedo.

"That's not going to happen!" shouted Ultimate Humungousaur as he then charged right towards his three foes. Vilgax charged as well, letting out a battle cry as he and Tennyson pulled their fists back and launched a ground-shaking punch at the other. Their fists collided causing a small shockwave and more than prompted the others to fight as well.

Gwen took on Albedo while Kevin faced Malware. The human-antidote hybrid had formed pink spheres in her hands and was hurling them at the evil evolved Vaxasaurian. The orbs crashed against the thought hide, bursting into light but did little to actually harm Gwen's target. Growling, Albedo extended his right hand at Ben's cousin. The sound of a gun loading filled the air as Albedo's hand morphed into a cannon. Fingers retracted and the metal barrels on his knuckles moved to the front like actual gun barrels. Unlike Ben's Ultimate form, Albedo's had a fifth barrel at the center for another opening to fire.

Albedo let out another growl as the cannon started spinning and fired off a barrage of golden bone fragments, leaving streaks of smoke in the air. Gwen quickly through up a shield to block the barrage of missiles.

Kevin meanwhile charged right at Malware, the psychotic Mechamorph transformed both his hands into cannons with the sound of a computer connecting to the internet via a dial-up connection sounding as his arms transformed and fired two dense beams of red energy at the Osmosian. The Plumber easily dodged the beams, diving forward under a beam and quickly rolled to his feet. Closing the distance, Kevin morphed his hands into spiked maces. Leaping into the air, Kevin spun around and brought the right mace down on top of Malware's head, causing the Mutant Galvanic Mechamorph to growl in annoyance but couldn't do much as the teen suddenly swung the left mace up, smashing the mace under Malware's chin.

Malware took a few steps back from the strong hits but was hardly fazed. Morphing his cannons back into hands and deployed a red energy blade and charged right back at Kevin.

As for Ben and Vilgax, their fight was an all-out slugfest. The hyper-evolved Vaxasaurian, launching a short combo of punches at the Warlord, however, Vilgax was not so easily fazed and smashed his fist into each other, creating orbs of yellow energy around them. Vilgax retaliated with vengeance, adopting a boxing style of fighting and attacked Ultimate Humungousaur. The punches from the Warlord let out sharp buzzes of energy each time Ben was hit. Vilgax landed threw harsh blows to Ultimate Humungousaur's head before slugging him in the stomach.

Letting out a battle cry, Vilgax lifted the Hyper Evolved Vaxasaurian over his shoulder and tossed him several feet away. However, the hero easily rolled to his feet and shifted both hands into bio-cannons before launching a bombardment of missiles at Vilgax. His nemesis quickly raised his left arm, the Shield Ziegel activating and formed a golden barrier. The barrage of missiles collided with the shield pummeling it for a few seconds before Ben morphed the bio cannons back into his hands. Suddenly, he punched the ground and sent a directed shockwave at Vilgax.

The shockwave struck the shield and promptly broke the barrier. While Vilgax stumbles back from the strike, Ultimate Humungousaur charged right towards him. Gritting his teeth, Vilgax aimed his right hand at the charging hero and fired a red beam at him. The Ruby Ray of Ulo struck Ultimate Humungousaur but didn't slow him down at all. Closing the distance between them, the hero grabbed the warlord's right hand and forced Vilgax's aim off, the ray still going off. The Ruby Ray swept through the air until it sliced through the controls to the engine, causing them to explode.

Suddenly, the sound of alarms started blaring through the room while red flashing lights blinked rapidly. Gwen sent a huge orb of mana at Albedo, the attack exploding and knocking the evil doppelgänger back several feet. Hearing the alarms and seeing the red lights flashing, Ben's cousin directed her attention to the engine to see that the device was charging up if the mechanical hum and sparks of energy were any indication.

"Guys! We've got a problem!" She shouted while rushing to the controls to see if anything could be salvaged, "The engine's charging up!"

Kevin smashes both his spiked maces right into Malware's eye, knocking him completely into his back, "Any idea on how to stop it?"

Before Gwen could answer, several bolts of electricity arced from the center of the device and to the ceiling. Above them all, a dark yellow vortex formed, the center and dark circle while yellow energy surged inward. A sudden gust of wind whipped up and headed towards the portal. Anything not tied down was pulled towards the event horizon.

Gwen threw up a dome of mana around her and Kevin to protect themselves from the pull, but it was clear that it was taking its toll on the redhead as the suction of the portal was getting stronger.

Malware, being the closest, dug his claws into the ground in hopes of anchoring himself down, but it wasn't long until the ground began to give.

"No… No! No! NO!" Cursed Malware before the ground gave out and he hurtled towards the portal, "**NOOOOO!"**

The Mutant Galvanic Mechamorph roared as he vanished into the portal with a yellow flash.

Albedo was the next closest, gritting his teeth as he tried stomping away from the portal, his footsteps leaving holes in the ground as he trudged forward.

"I will not allow myself to be bested yet again, Tennyson!" roared Albedo as he headed towards Ultimate Humungousaur and Vilgax, both of whom were keeping their distance. It was then a section of the wall behind the two began to wobble and groan before a metallic shear ripped through the air as the wall came loose. Albedo's eyes widened as the wall smashed right into him and knocked the evil Vaxasaurian off his feet.

"TENNYSON!" bellowed the villain as he also vanished into the portal.

Ultimate Humungousaur grimaced as he watched his foes vanish into the portal but turned his attention to Vilgax, "And then there was one, Vilgax."

"Do not presume me at your mercy, Tennyson," growled Vilgax over the howl of the wind and the blast of the portal, "Albedo and Malware were nothing more than pawns for me to dispose of once I accomplished my goal."

"Yeah, I remember you don't make deals," recalled Ultimate Humungousaur when the prototype Omnitrix entered self destruct mode when he was 10.

"Even without them, my goal can still be fulfilled," stated the Warlord as he fired another ray at Ultimate Humungousaur, shooting the ground beneath the hero, "I can be rid of you Tennyson!"

The Hyper Evolved Vaxasaurian stumbled slightly and nearly lost his footing, however, he was able to regain his ground and narrowed his eyes at Vilgax.

"Maybe in the next lifetime, Vilgax!" shouted Ben as he charged towards Vilgax and smashed his shoulder right into the Warlord's chest. A ferocious roar bellowed out from Vilgax as he was knocked completely off his feet and right into the portal. Ben watched his greatest foe vanish before his eyes in a yellow flash. The hero then raised his arms to shield his face from the swirling wind as the portal was growing more and more unstable.

"Ben!" shouted Gwen, as she and Kevin stayed where they were, "The engine's going critical!"

"We need to shut it down before it takes all of Earth with it!" added Kevin.

"I'm on it!" shouted Ultimate Humungousaur as he slowly made his way to the engine, keeping himself firmly planted to the ground with his claws as he closed in on the device.

"Ben get back, you'll get sucked in!" shouted his cousin.

"You and Kevin both know what'll happen if I don't!" countered Ben as he grabbed hold of the machine. Gritting his teeth, Ultimate Humungousaur lifted the engine into the air, the machine shrieking wildly as it was yanked from its power source.

"Ben! Get the engine into the portal, it'll cause it to fold in on itself!" instructed Kevin.

"Was planning to do that anyway!" replied Ultimate Humungousaur as he threw the engine right into the portal. However, the second the engine made contact with the portal's event horizon, a blinding white light erupted from the portal and blasted right down towards the hero. Ultimate Humungousaur crossed his arms, trying to block the beam, but whatever the beam's properties were, it passed right over the Hyper Evolved Vaxasaurian, enveloping him in a blinding white light that blinded both Kevin and Gwen while the sound of thunder boomed through the entire room.

Slowly, the light began to die down, Kevin and Gwen both slowly opened their eyes to see the state of the room. The entire area was trashed and above them, it looked like the portal had torn the roof apart as well. Debris was scattered everywhere. After a few moments, Gwen dropped the shield and she and Kevin started towards the center of the room.

"Ben?" called out Gwen, looking around for her cousin, "Ben where are you?"

"Hey Tennyson," shouted Kevin, also looking around, "Come on out."

Thinking Ben might have been knocked out by the blast, Gwen's eyes began glowing pink as she scanned the area. It was only after a few moments did the redhead let out a soft gasp as her eyes widened with shock.

"You get something?" asked Kevin looking to his girlfriend.

"No, I can't sense Ben anywhere," answered Gwen as she looked at Kevin, a terrible thought entered her mind.

"What do you mean?"

"I mean I can't sense Ben's mana anywhere," she elaborated, her expression falling, "I think, Ben's gone."

"'Gone?'" repeated Levin as he spotted a computer screen in the console still working somewhat and headed towards it, "Are we talking 'gone' gone, or 'gone someplace else'?"

Gwen let out a sigh and bowed her head, closing her eyes as she did so.

"I don't know," she answered softly.

Kevin glanced over his shoulder at Ben's cousin for a moment before turning his attention to the screen and noted what the text on the flickering device read.

'_Interdimensional Gateway detected.'_

* * *

Ben let out a pained groan as he felt like he had just gone ten rounds with one of the Plumbers training officers at the Plumbers Academy, and he wasn't allowed to use the Omnitrix. The last thing he remembered was a huge flash of light then nothing.

Sitting up, he held his head, wincing when he sat up too fast, "Man, I feel like everything in my body switched places then tried to put itself back together."

Taking a second to adjust and get his vision back, Ben finally open his eyes, but once he did, they widened in shock at what he saw.

His surroundings weren't at all what he would call normal, in fact, he had no idea where he was. Standing up, Ben gazed at what looked like the entire universe. Around him, masses that looked like galaxies hung around, thousands, if not millions of what he assumed were stars filled the sky.

Looking down, he saw the same thing, galaxies, and stars, making him wonder how he was even standing when there wasn't anything under his feet.

"What...?" breathed Ben as he looked around some more, taking a few steps forward. It was then he remembered what happened prior to waking up. He, Gwen, and Kevin went to put a stop to Vilgax's plan to destroy the Earth using a Transwarp Engine. The bearer of the Omnitrix then remembered Albedo had also shown up, with a new Ultimatrix, letting him transform into aliens just like he could after he screwed up Albedo's last attempt to become Galvan again. Then the hero recalled the last addition.

Malware.

A thousand questions raced through Ben's mind about that particular foe: the first among them was how was the psychotic Galvanic Mechamorph even alive?

Ben then remembered what happened next, the fight in the lab that ended up damaging the Engine. A portal was ripped open and Malware and Albedo were sucked into the event horizon. Vilgax followed next. Ben then realized that he had tried chucking the engine into the portal as Ultimate Humungousaur but ended up setting off some sort of reaction.

Running his hand through his hair he looked up above him back to the stars and galaxies once. He realized none of that mattered at the moment. In fact the only thing that mattered was:

"Where the heck am I?" he asked aloud.

"There's really no point in asking that question, Young Tennyson," said a familiar voice, causing Ben to spin around and his attention to fall on the owner. Standing about nine feet away was a man who looked to be around his early forties. He wore a white lab coat over a white shirt with a brown vest and black tie, black pants, and black shoes. He also wore goggles with green lenses around his neck. His hands were in his coat pockets while a cheerful smile graced his face, "This is not a place, therefore, there is no answer."

"Professor Paradox?!" said Ben in surprise. He hadn't seen Professor Paradox in a while. A while back he first encountered the man when he, Gwen, and Kevin went to investigate Los Soledad. Turns out that in fifties Professor Paradox worked for the US government, researching the properties of quartz crystals. He found that the quartz could be used to open a portal into space-time. Unfortunately, Paradox was sucked into the event and thrown out of the effects of time. In short, Paradox no longer ages, he doesn't need to eat or sleep either, he just exists. When he was displaced outside of time, he went insane; however, millennia later, he _"got bored of that, too"_ and became sane. _"Very sane."_

He then began to learn about the universe and no has a complete understanding of the space-time continuum. This allows him to travel to any point in space and time, as well as slowing down or speeding up time as he pleases. Ever since they first met, Paradox has been an invaluable ally to Ben when it comes to saving the universe, but despite that, Ben couldn't help but feel on edge whenever Paradox was around. If the scientist appeared, it usually meant there was some kind of large scale crisis that required Ben to stop.

"Hello, Young Master Tennyson," greeted the scientist as he approached the sixteen-year-old hero and extended his hand to him, "It has been some time, well for you anyway."

"Yeah, it has," replied Ben as he grasped Paradox's hand and shook it.

"Seems that you've got yourself in quite the dilemma," noted the time-traveling hero.

"I know," agreed the bearer of the Omnitrix, but after a second, he realized something, "Are you here to take me back to my world?"

Professor Paradox's smile fell slightly, "I'm afraid not, young Ben. In fact, your work has only just begun."

Ben frowned slightly, "That doesn't really answer my question, Professor, or why you can't take me back or what I need to do first, or what happened to Vilgax and the others."

"No, I don't suppose it does," agreed the time traveler, cupping his chin for a moment stepping away from Ben for a moment, "But before I start answering questions, it would be beneficial if I give you a rundown of Quantum mechanics," Paradox turned back to Ben, took out his pocket watch and clicked it open, the edges of which started glowing bright blue, "And string theory."

Suddenly, dozens of little holograms were projected out of the watch and floated into the air. Ben looked around in surprise and some awe as the holograms took the form of Earth.

"As you already know thanks to your encounter with Rex Salazar, there are many dimensions, many universes, many Earths, and thus; many Ben Tennysons across those dimensions," explained Paradox, "Dimensions that are not always in sync in time."

"Like the alternate versions of me enslaved by Eon when he attacked," recalled Ben when his evil future self attacked and tried to use the Hand of Armageddon.

"Quite right," nodded the professor as the Earth's flew away a short distance and a holographic tree suddenly sprouted between them, "Think of time and space as this tree."

Paradox then pointed towards the base of the tree where an orb appeared inside the tree, "Down here is when you were ten years old," he then gestured to a part of the trunk where another orb lit up, "Here is where you were previously in your time," he then gestured to the top of the trunk where the crown started, "Up here is when you are thirty years old. The trunk is the main timeline."

"Then what are the branches for?" asked Ben, noticing a few branches sprouting out from the trunk.

"Those represent alternate timelines," answered Paradox, "where reality literally branches off and becomes a different timeline. Each containing its own Ben Tennyson. It should also be worth mentioning that the events you just experienced closely mirror another chain of events in another universe with its own Ben Tennyson who was transported to an alternate dimension."

"But what does that have to do with me or where I am?" asked Ben.

"To put it simply, where we are is akin to a leaf that has fallen from the tree," explained Paradox.

"Alright, but what about Vilgax, Albedo, and Malware?" Ben said that last name with no short order of distaste.

"The experiment conducted by Emil Hamilton has somehow thrown those three into a completely different universe where you do not exist," answered Paradox.

"Is that all?" shrugged Ben, "I should be able to handle them."

However, Paradox approached Ben and placed a hand on his shoulder, with a confident smile, "I'm certain of it Ben, but you know this isn't the first time this has happened."

"What do you mean?" asked the hero, confused.

"I mean, this isn't the first time a version of you has ended up in an alternate universe," explained Paradox, however, his tone then turned grim, "or has lost something precious."

Ben frowned slightly, not liking what Paradox was referring to.

"I can handle Vilgax and the others, I've done it before," stated the brunette.

"You have, but not normally alone," countered the professor, "you see, the alternate Ben's that have traveled to other worlds all gained something while they were there."

"What was that?" asked Ben.

Paradox smiled and held up his watch in front of them and suddenly a portal appeared, creating a window in what Ben assumed was an alternate timeline.

"They made friends," answered Paradox as one by one, the images became clear.

In one window, Ben recognized himself sitting at a table with several other people. Two girls and two guys, and what looked like a... blue cat with wings? One of the girls looked to be about BenBen's age, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt and had a brown belt around her waist, which had a black whip and key ring on it. The keyring had eight keys on it, four of them being gold, and the other four being silver.

One of the guys them was a young man with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He also had a scarf around his neck that bore a scale-like pattern.

He was arguing with the other male member at the table, likely not much older than the one with pink hair, with spiky, onyx hair. He wore black pants and a long, white coat with blue trim. Both seemed to get pretty intense until the other girl slammed her hand on the table.

The first thing he noticed about her was the color of her hair, which was a bright scarlet color. The next thing that stood out to him is that she was almost completely covered in armor. She wore a breastplate over her torso with a golden, asymmetrical cross that intersected over top. Her shoulders had three-layered shoulder plates, and she wore greaves on her forearms that ended in a wing-like structure at her elbows. She also wore a blue skirt, which was covered slightly by plates of armor attached to brown, leather straps that are connected to her equally brown belt. In addition, she also wore black, knee-length boots.

While the two guys jumped and appeared to cower, Ben saw that his alternate version didn't look worried at all and instead smirked and shook his head.

"Close allies, Ben," explained Paradox, "People you can depend on and trust like family."

"So when I go to this world, I need to make allies, people to help me fight Vilgax and the others?" guessed the bearer of the Omnitrix.

"Indeed, Benjamin," nodded the time traveler, "Now, before you go, there is one thing you should know about this world."

"What's that?"

"In this world, humanity has developed abilities they refer to as a Quirk," explained Paradox, "What this is, is a special, superhuman ability an individual can possess. Quirks are generally unique to their users and are classified into multiple categories. The user is also given one single ability of that said Quirk, rather than many abilities. Thus, the idea of heroes has been commercialized."

Paradox then opened his watch and took a short glance at it, "I am sending you sometime before Vilgax and the others arrive, to grant you a window to prepare. Keep in mind, Malware, Albedo, and Vilgax will not all arrive at the same moment in time, so be on high alert for any of them."

"Wait," asked Ben, "how do I know who to trust?"

"That's up to you, Ben," stated the professor, "but if there is one thing I have no doubt about this, is that while you are there, you will become one of the greatest heroes that world has ever seen."

"Huh?"

"Just be yourself, Young Master Tennyson. Be yourself and be the hero I know you are," stated Paradox, smirking as he clicked his watch once more, "No off you go."

"What about-," Ben started but was cut off when he suddenly glowed blue and vanished from sight. Paradox then turned back to the window, seeing it had changed.

Now, the alternate version of Ben was wearing black dress shoes, black slacks, a dark green button-up shirt, and a black dress jacket. He was sitting under a starry night on a mountainside, sharing a passionate kiss with the redhead from before who was wearing a black long sleeve shirt, an orange-and-red plaid skirt, black stockings, and dark brown dress shoes. Her scarlet hair was tied up in a ponytail with an orange-and-red plaid ribbon, and a couple of long bangs hung freely from her temples.

"Out of all the worlds and timelines that Ben Tennyson has landed in; the Avengers, Justice League, even the world of Remnant," sighed Paradox as he watched the two share their moment for a few more seconds before breaking the kiss to just lean their heads against each other, "This one still remains one of my favorites."

The time traveler then clicked his watch and the window vanished and so did he.

* * *

_**To Be Continued…**_

_**And Chapter 1 is done. I hope you all enjoyed it and I'm sorry if the opening and parts of the chapter look so similar to Ultimate Fairy, that wasn't my intention. I don't intend to change, but instead keep it, to pay homage to Ultimate10. I know it seems lazy, but that is not the case.**_

_**What is the case is what Professor Paradox once said.**_

_**"So many different ways to tell a story, but that's what makes them so interesting; you can never predict how they're going to turn out." -Professor Paradox, Ben 10: Omniverse.**_

_**What I'm saying is, while the start may be similar to Ultimate Fairy, it's what happens next that matters. Also, I plan to add a little bit of info in the next chapter and make things a little later into the story. If Eon appears, you can be Paradox will as well.**_

_**So not bad for the opening chapter huh? In any case, I'll try to keep updates as smooth as possible but with my lack of proper knowledge of My Hero Academia, don't expect much. Also, I'm thinking of including Eon into the story main because inter-dimensional travel is kinda his entire thing so to not include him would be kinda a crime to Ben 10. So with that in mind, I plan to have Eon appear at some point, taking the form of his Ben 10 Ultimate Alien appearance because I prefer that appearance to Omniverse's.**_

_**With that, hope you enjoyed chapter 1!**_

_**If you have any suggestions about future chapters, I'm open to suggestions and I want to thank Omnisaurus for helping me out with editing the chapter. Kudos to him!**_

_**Read and Review!**_


	3. Chapter 2 Other Dimensions: Part II

**_Author's Foreword_**

**_And here we are, chapter 2 of My Ultimate Academia, but before we get into the story, I would like to answer some questions asked in the previous chapter._**

**_Amit Barabi: I guess it doesn't really matter how old Momo is, I just figured they might get along better together since, in this story, they would both be a year older than everyone else in the class and could bond better being the same age. Also, I agree that 3 villains are all that is necessary for the story but keep in mind that Eon is an Interdimensional Villain, and since Ben is crossing dimensions, it's unlikely that he wouldn't take notice of Ben crossing into a completely different and take that opportunity to absorb his power for his own gain. That being said, I want to include him at least for a story arc of his own in My Ultimate Academia._**

**_Moving on._**

**_I'm getting a slightly better understanding of how My Hero Academia works, but I still need a little help, which is why Omnisaurus has volunteered to help me in that regard so if there are some inaccuracies, I apologize as the author for my lack of knowledge. However, there is one idea that has been rattling around in my head as of late, specifically the quirk of Tomura Shigaraki, the Quirk of Decay._**

**_I've been doing some research about this quirk in regards to how decay affects specific substances like rock, iron, organic matter, and silicon, mainly because some of Ben's aliens are not made of organic matter, like Bloxx who is basically made out of legos, NRG who is a being of pure energy, and Gravattack who is a living planet. And then there are aliens like Echo Echo and Diamondhead where the former is pure sound contained in a silicon suit and the latter is a silicon crystal-based life form. In real life, Silicon doesn't decay or really age rapidly, meaning it can take a very long time for Silicon to decay unlike rock, metal, or organic matter. It is stated by Ben's future self in Ultimate Alien that diamonds don't necessarily age when he stopped a ray of accelerated time from Eon with crystals similar to Diamondhead's._**

**_With all that in mind, I'm tempted to say that aliens like Chromastone, Diamondhead, Echo Echo, NRG without his containment suit, possibly Alien X, are immune to the effects of Decay, or at the very least have an extremely high resistance to such. Meaning if Ben fought Tomura Shigaraki, the villain would not have it at all easy fighting the teen. Do you guys agree, or am I missing some details about Silicon or Tomura Shigaraki's quirk and how it works/interacts with the world?_**

**_I will also be leaving the poll up regarding if Vilgax is more powerful than All Might for a little bit longer._**

**_Alright, onto the story._**

**_Disclaimer: I own nothing. Man of Action owns Ben 10 and My Hero Academia belongs to Kohei Horikoshi._**

* * *

**_My Ultimate Academia_**

**_Chapter 2: Other Dimensions: Part II_**

"Today was a long day," commented a woman as she walked away from what looked like a school of some kind.

The building behind her was a fairly large structure, four large class towers rose a few stories into the sky, each tower connected by a bridge while a small garden surrounded the perimeter of the building. Around the garden was a concrete wall that acted as the school ground limits, meant to keep nosy reporters or even villains from entering the area. This was necessary because this wasn't any ordinary school, no this was U.A. High School, an academy where students come to learn and train to be heroes. Modeled as a prestigious and incredibly well-funded high school, U.A. Academy covers a rather expansive piece of land that allows the school to house most of the needed tools for education and supplementation on site. To say it was as big as a small college wouldn't be the wrong way to put it. It was also ranked the #1 high school for heroics and considered as the top Hero Academy of the entire world.

Being so prestigious meant that only the best were hired to instruct the next generation of heroes which is where this woman comes in.

The woman is a tall, curvaceous person with sky blue eyes, which tilt downwards in the center; framed by a set of rather long eyelashes. She has abundant spiky dark purple hair which is made up of layers of varying lengths, the longest ones reaching down below her waist. Her chin-length bangs that are split into three sections; two swept to the sides and one over her face, going diagonally down to the left between her eyes. She also has a small mole under her left eye, as well as red-painted nails. In addition to her beauty, her attire caused many individuals to have very interesting fantasy.

Her attire, to be entirely blunt, is very similar to one of a traditional dominatrix. She wears a black leather breastless leotard over a white bodysuit, which emphasizes her breasts, body and legs, the leotard possessing red gemstone-like accessories in a vertical pattern from the collar to the midriff. She also wears translucent black thigh-high stockings and black knee-boots. She has a small, red mask outlining her eyes, a handcuff on each wrist, and a red utility belt decorated with gold studs around her hips, a matching pentagonal buckle in its center.

Her name is Nemuri Kayama and she is one of the Pro Heroes in a world full of heroes. It should also be noted that about 80% of the population, she is also known by her hero code name: the 18+ only Hero "Midnight" who enjoys dominating villains and others through her sexily charm and her Quirk. Speaking of her quirk, the heroine has the ability known as Somnambulist. This quirk allows Nemuri to put her targets asleep by exuding a sleep-inducing aroma from her body. It should also be noted that this quirk is strangely more effective on men than women. It is also because of her quirk that she wears such form-fitting attire.

Nermuri looks up to the sky, seeing how it's all crimson red thinking how beautiful it is. She had just finished a short meeting with a few of the other teachers, planning out their schedules for the start of the new year next month and how they would prepare for their students. After a long day of work, the heroine/teacher was ready to go home and relax for the evening, or so she hoped.

Suddenly, from behind, a whoop of a siren caught her attention. Turning around, she saw a police cruiser approaching. Stopping, the heroine watched as two detectives stepped out of the vehicle. One man and the other a woman. The man was wearing a blue trench coat, a light blue dress shirt, a grey tie, black pants, and shined black shoes. He also had short cut hair, hazel eyes, and caucasian skin tone. Based on his looks, the man was clearly foreign, likely from America.

The woman was wearing a red jacket with the sleeves rolled up to the elbows, a black short-sleeved t-shirt underneath, long loose-fitting grey pants, and black shoes. She had long black hair set into a high-set ponytail, brown eyes, and an Asian-American facial appearance.

"Good evening, officers," greeted Nemuri as the two detectives stopped right in front of her.

"Evening, Ms. Kayama," greeted the male detective extending his hand to shake hers. Nemuri could easily hear the American accent when he spoke to her. It was clear to the heroine that this detective had been in the city for some time because his Japanese wasn't that bad, "I'm Detective Daniel Reagan, and this is my partner, Detective Ellen Yin."

"Pleasure to meet you, Ms. Kayama," greeted the woman.

"Pleasure to meet you both," replied the heroine as she shook both Detective's hands, "However, I must ask, what brings a pair of detectives to me?"

Detective Reagan glanced at Yin for a moment before receiving a nod from her, "Well, we've been working a case for some time now, involving an arms deal that is to go down later tonight."

"An arms deal?" repeated the heroine, a bit intrigued at what the mention of weapons. In this day and age, most people did use weapons, not when they had Quirks to use to defend themselves.

"It would be better if we explained this on the road," ushered Yin, glancing at her watch.

* * *

_Later…_

A couple hours later, the Pro Hero Midnight, the two detectives, and a small squad of police officers wearing riot gear and armed with everything they would need from assault rifles to tear gas were positioned at the edge of what looked like a shipping yard as there were dozens of containers that were normally used for freighters like ships or trains. The sun had already set, casting the entire area into darkness. The only sources of light were a few lap posts but it was clear they needed to be repaired as most of them were either out or flickering.

"Refresh my memory; why are we here again?" requested Midnight, glancing at Detective Reagan.

"Stake out," explained the officer of the law, "according to our investigation, this is where the arms deal will take place between the Yakuza and unidentified party."

"I'm surprised the Yakuza is still around," commented the heroine, folding her arms.

"They were never really gone," corrected Yin, gaining Nemuri's attention, "Ever since the emergence of Quirks, crime syndicates like the Yakuza, Italian and Russian Mobs, there's been more danger to their business, being viewed more as Villain organizations. Most of the rulers of the Yakuza were locked away when All Might made his rise as a hero, the same can be said for other mob bosses and leaders. Now a days, the Yakuza, or remnants of the once powerful mob, is now exclusively Quirkless as a means to avoid drawing attention of heroes."

"How the mighty have fallen," noted the heroine.

"Yeah, but in this case, not so far, not with what could be up for purchase," countered Reagan.

"I'm not certain I follow, Detective."

"You remember that explosion that took place at a lab run by Dr. Science a while back?"

Nemuri nodded, the lab of the Scientific Pro Hero had been all over the news when it first went up. Reports said that the lab exploded due to an electrical issue, but there was no hard evidence to support this theory. Since then, there has been an investigation as to what actually happened at the lab.

"Based on context, this arms deal is related to that explosion," surmised the Heroine.

"Before the explosion, Dr. Science was working on a prototype weapon for police departments across the globe to help them deal with Villains if Pro Heroes are unable to deal with them in time," explained Yin, reaching into her jacket, she took out a folded piece of paper and handed it to Midnight who unfolded it. It was a picture of a rifle of some kind. It was colored silver and iron, a long barrel made up the length of the rifle with an added vertical grip for better control. In all honesty, it looked very similar to a weapon found in a Star Wars movie.

"Dr Science calls it the Genetic Disruptor," informed Reagan, before explaining in better detail how it functioned, "It works by scanning a targets bio signature and isolates the quirk. It then fires a high powered bolt of energy that temporarily disables the targets quirk."

"Essentially, this is a mechanical version of Eraserhead's quirk," Nemuri made the comparison.

"'Essentially,'" repeated Yin, "but unlike your colleague's ability, it can disable anyone's quirk, regardless if the quirk is emitter, transformation, mutant, or accumulation, with only one shot and doesn't require line of sight to disable the quirk."

Midnight was pretty impressed by such a device, being able to improve upon the ability of Erasure that Eraserhead possessed.

"So the remnants of the Yakuza plan to manufacture more of these disruptors in order to deal with Pro Heroes and rebuild their fallen empire," concluded the heroine.

"They're supposed to meet up with someone who is able to manufacture more for them, but we aren't sure who it is. We weren't able to find any details regarding who might be working with them. What we do know is that this is a mock deal. The Yakuza want to see if whoever they're in contact with can reproduce the disruptor," stated Reagan,

"However I am not certain why I am needed. As you said, the Yakuza is comprised almost entirely of Quirkless members," pointed out Midnight.

"Key word mostly," stated the detective, "We have some reports that some members might have Quirks, but nothing confirmed and that is only for the Yakuza not the second party."

"So I am to act as insurance should either party have a Quirk," she surmised, seeing the logic behind getting a Pro Hero involved.

"Essentially," he confirmed before suddenly falling silent when he and the others heard the sound of vehicle engines approaching.

Taking a look at the meeting point for the arms deal, the Pro Hero and police force watched as three black SUV's pulled in from one side of the yard while a large van of some make approached from the opposite side. Slowly, the members of Yakuza emerged from their vehicles, all wearing black suits with white shirts, black ties, pants, and shoes. One of the members was carrying a large briefcase more than likely filled with the payoff.

Their leader was dressed far different from the rest, wearing only a black dress shirt with the sleeves rolled up, revealing matching dragon tattoos on his arms. The bottom four buttons of his shirt were done up, leaving the rest open to reveal his chest and more tattoos. Around his next was a golden medallion and despite how dark it was, the man also wore a pair of dark sunglasses. He had a Chinese-American complication with dark black hair. He also had a very slender build as he held his hands behind his back.

The driver of the van opened his own door and stepped out. He was an extremely buff person with black hair, grey eyes, and a caucasion skin tone. He was wearing a leather jacket with the sleeves torn off. Underneath was a muscle shirt that showed off all his muscles. He also wore some dirty jeans and construction boots. From the back of the van, about four men stepped out, two pairs each carrying a heavy duty case of some kind.

"All units," ordered Yin quietly into an earpiece she was wearing while the detective and the others watched carefully, "Be prepared to move in on our mark."

The police force held their ground as the two groups approached one another, their leaders stepping towards one another.

"Have you brought the goods?" demanded the leader of the Yakuza.

"Let me see the money first, Hun; then we'll talk," stated the other leader, narrowing his grey eyes at the man.

Hun frowned for a moment before raising his right hand and snapping his fingers. The Yakuza carrying the briefcase stepped forward and opened it up to reveal more than like a million dollars in U.S. cash. The large man smirked before glancing over his shoulder.

"Money's here, boys," he stated, "Why don't we show our friend here what this money can buy him?"

The four members approached with the cases in hand.

"Have you honored our deal, Mr. Stone?"

"Just as promised, I've brought the original disruptor just as promised to show what I'm promising is no scam," stated Stone as he reached out to one case and flipped the latches open and raised the lid to reveal the prototype weapon. Inside was indeed the stolen prototype, around the size of a hunting rifle, "And here's what your money will get you."

The manufacturer than opened the other case and revealed another disruptor. The only difference was the color scheme being it was now a dark matte black with hints chrome.

"They have the package," stated Detective Reagan into his own earpiece, "move in."

Like clockwork, the entire force made their move, starting by tossing a few flash bangs at the two groups, catching them by surprise.

"MPD! DROP YOUR WEAPONS!" Ordered Yin, having drawn a pistol as she, Reagan, and the officers made their move while Midnight held her position, no sense in giving the criminals to get trigger happy.

Despite being taken off guard by the police force, the Yakuza and other criminals were quick to react, grabbing cover and returning fire while their leaders: Hun and Stone remained where they were.

"This wasn't part of our deal, Stone," stated Hun calmly, despite being shot at.

"Yeah, yeah," replied the criminal, rolling his eyes.

"You two!" shouted Detective Reagan as he and Yin approached the two while the other officers occupied the respective men, "Get down on the ground with your hands behind your head!"

"Excuse me?" responded Stone, turning to the two detectives, "We are in a conversation."

"I said get down on the ground now!" repeated Reagan.

"Clearly manners are not your strongest attribute," noted the criminal, raising his hands into the air when the palms of his hands suddenly lit up with violet energy.

Taking a step forward, the criminal let out below while thrusting his hands forward. What happened next was a massive blastwave erupting from his hands. The wave slammed right into both detectives, knocking them both off their feet where they flew through the air before slamming into a shipping container. It was clear that thanks to the impact, both Reagan and Yin were knocked out the second they hit the container.

Turning to the police forces, Stone sent another wave, swing his right hand at them. The wave crashed into all the officers, knocking them out just like the detectives. Seeing all the law enforcement members, Midnight made her move, grabbing a part of her sleeve with her right hand and tore it off, releasing a pink mist.

"They don't make cops like they used to," noted the criminal as he rolled his shoulders.

"That is hardly a fair comparison," stated Midnight as she approached the two gangs, a sinister smirk on her face as she drew a long whip from her belt, "Not when you hold the advantage."

"Well, well, if it isn't the R-Rated Hero," stated the criminal as he folded his arms, however, frowned when he saw the pink mist.

"Where's your previous confidence?" taunted Midnight as she cracked her whip while both members of Yakuza and Stone kept their distance. While he was backpedaling to avoid inhaling the gas, he spotted some movement out of the corner of his eye.

"Right here," answered Stone as he suddenly dropped to the ground to reveal Hun standing behind him, holding the Disruptor prototype which was buzzing loudly thanks to a full charge.

Midnight's eyes went wide as a cyan ball of energy burst out of the muzzle of the rifle and sped towards her. Unable to dodge, Nemuri let out a cry of pain as the shot struck her right in the chest and a sharp pain swept across her entire body. While the Pro Hero stumbled back, Stone got right back to his feet and thrusted his hands out, sending another wave, blowing all the gas away from him and his men.

Midnight groaned as her entire body felt numb, her head pounding and eyesight blurry. Shaking her head slightly, the Pro Hero looked right at Yakuza and criminals as they surrounded her. It was then she noticed her quirk was working. She looked at her exposed skin with some minor confusion until she realized what she had been hit by: The Disruptor.

"Pro Heroes," noted Hun as he handed the Disruptor to one of his men, "So certain you can win because you have power. What is a Hero without their power?"

"Come find out if you dare," challenged Midnight as she cracked her whip. The Yakuza and Stone's men took aim with their weapons, but halted when Hun raised his hand.

"I accept your challenge," stated the leader of the Yakuza, stepping forward before holding his hands behind his back.

"If you insist," smirk Midnight despite her entire body still feeling numb.

Swinging her whip around, she sent the tip right at Hun's face, but the man calmly caught the end with his right hand. Wrapping the end around his wrist twice, the Yakuza leader yanked hard on the whip, pulling Midnight right towards him. Letting out a whoop, smashed his left hand into her stomach, forcing the Pro Hero to let go of the whip. With the weapon out of her grasp, Hun threw the weapon away.

Wincing at a new pain in her stomach, Nemuri removed her hand to see she was bleeding slightly. Her eyes widened, wondering how she was cut when she noticed Hun raise his hands. On both hands, all of his fingers had a ring with a sharp hook connected to it.

"Pro Heroes rely so much on their abilities, they ignore what one can do with the human body given the correct training," stated Hun, assuming a combat stance, "but it has been a while since you have faced a villain, has it not?"

Midnight adopted an angered expression. There were two ways to get on her bad side: interrupting her while she is speaking or insulting her, especially regarding her age.

"What did you say!?" demanded the Pro Hero angrily as she rushed blindly at Hun raising her fist to punch him.

The head of the Yakuza easily sidestepped her attack and countered by sweeping her legs out from underneath her. While she was in the air, Hun then punched her again in the stomach then kneeing her again before kicking her away, sending her rolling across the ground to the middle of the intersection.

"While it is true, your beauty is stunning, in combat, beauty cannot always aid you and neither can your power if all you do is depend on it without training your own body," lectured the crime lord.

"You plan keep lecturing her?" commented Stone as he folded his arms while Midnight started getting back up, supporting herself with her hands.

"No," stated Hun, "She can still be of use to my men."

Stone smirked sinisterly, "Plan to let myself or my men in on that action?"

It was then Midnight realized what they were referring to and she wanted no part in that at all. She could not believe she let herself get blindsided so badly! She was a Pro Hero, she should know better than to make such a stupid mistake. However, what made it worse was that the Yakuza head was right, most Pros rely almost entirely on their power and nothing else; and she made the same mistake. However, before she could berate herself anymore, a sudden flash of green light erupted from around a shipping container. The flash immediately caught the attention of all those present, but the sound of gunfire that followed put them on edge. It sounded like two of Hun's men were firing at something or someone, shouting incoherently. One of the Yakuza's men came flying out from around the corner and slammed into the far side of the intersection. The other came sprinting towards the group, his eyes wide with a fearful expression on his face.

The criminal didn't get far when two of the three black SUVs exploding into fire, the wreckage flying over the Pro Hero and the criminal's heads while the man was knocked out and to the ground by a door that came off one of the SUVs. Hun, Stone, the Yakuza, Stone's men, and Midnight watched as flames blazed before them. Nemuri could pick out a figured coming through the fire and she was surprised by what did come through.

Emerging from the fire was a green and black colored figure, standing at roughly seven, perhaps seven and a half feet in height, a red flame pattern surrounded the head while its feet looked similar to roots holding black rocks. The figure's eyes were oval-shaped and a little pointed with pupils copying the shirt, but a little smaller. The shoulders and head have red petals while the legs and elbows have green frills sticking out. In the center of the figure's chest was a disc of some kind with a green hourglass symbol at the center.

Currently, the figure's hands were burning with fire as whoever or whatever it was walked through the fire as if it wasn't even there. On the ground was the duplicate Disruptor Stone had made, which was promptly crushed under the figure's foot.

"Didn't your mom ever tell you not to hit a lady?" demanded the figure in a nasally voice while extinguishing the fires burning from his hands.

* * *

_Earlier…_

"-Gwen and Kevin?" Ben finished, but by the time he did, he realized Paradox had already transported him away, "Never mind."

Letting out a slightly annoyed sigh, the bearer of the Omnitrix decided the first thing he should do is figure out where he is. Upon immediate inspection, it looked like he was in some sort of shipping yard, kinda like where he, Gwen, and the late Magister Labrid first encountered Kevin after five years later. It should also be mentioned that it was in that location the Omnitrix rebooted and recalibrated itself.

Initially, Ben considered using his phone to try and get some service, but remembered this was an alternate universe, he likely wouldn't get any service here since he didn't have a plan or anything.

"Well," shrugged the teen as he looked up at the sky and saw it was already dark out, letting him know it was already night time, "Nowhere else to go…"

So with nothing but the Omnitrix and the clothes on his back, Ben began weaving through the stacked containers of the yard, not really sure where he was headed but staying in one place wouldn't help him.

While he was walking, Ben began thinking about what he was going to do now that he was here; one major problem for him was that he didn't exist in this universe, so if he got into trouble with the law, that might create a lot of problems. With no certificates of any kind he couldn't exactly do much and it wasn't like he could drop a bomb that he was a different dimension on just anyone and expect them to believe, despite what he's been told about this world from Paradox. He would admit that everyone having powers, or Quirks as the Professor called them, was kinda cool, the idea of heroes being turned into a business didn't really sit well with him.

Being a hero isn't about making money or becoming famous; being a hero was about helping people, about taking the responsibility of other people's well being into your hands, to protect them from threats when conventional means didn't cut it. He might be being a little unfair judging this place or it's ideology before getting to know it a bit better, but it still didn't sit quite right with him. That's when another thought entered his mind: how would he explain his powers or the Omnitrix?

For a few minutes, Ben went through a few cover stories before settling on one. While he didn't want to lie to anyone, the best lies are the ones with a bit of truth in them. So, to explain how he can transform, Ben made the story that he was genetically unstable, or susceptible to mutation/transformation, which would explain how his transformations occur at the genetic level. To explain the Omnitrix, he figured that because of the instability, the Omnitrix would act as a sort of stabilizer to maintain his alternate forms, with his human form as the default. However, there was the issue of a sixteen-year-old all alone in the middle of nowhere.

As much as he didn't want to talk about it, Ben figured the best way to explain why he is alone is that his parents were killed in an accident and he's been on his own for a while now.

It wasn't the best of stories, but it would do for now, and he didn't expect to maintain this story forever, planning that when his story does fail to reveal his true origin to someone he really trusts, or has earned the trust of. Besides, even with everyone and their mother having powers, hearing someone tell you they're from an alternate dimension with the most powerful weapon in their universe strapped to their wrist is a little hard to believe.

After walking for a few more minutes, Ben began wondering if he was walking in circles, or he was until he heard some kind of commotion not far away. At first it sounded like loud bangs, like firecrackers, but the teen's heroic instincts kicked in the second he heard gunfire.

When he heard the first shot, Ben began sprinting in the direction of the gunfire and as he was getting closer, could pick up indistinct shouting. Based on the noise, the bearer of the Omnitrix figured it was some kind of firefight and thought better than to rush blindly in. Getting closer, Ben slowed down until he was just around the corner to the fire fight. Carefully, he peered around to see what looked like a police raid of an arms deal.

He knew it was the police doing the raid since one side in the firefight was wearing uniforms that looked like what law enforcement would wear during things like this. For the moment, it looked like things were in favor of the police, that was until Ben spotted what he assumed was one of the bad guys suddenly blast two detectives, if Ben had to assume, away with what looked like a directed shockwave before doing the same with the other officers. The teen was about to make a move when he stopped when he saw a new figure enter the area.

Almost immediately, Ben felt his face turn red, cheeks heat up, and eyes widen as the figure turned out to be a woman wearing some very provocative attire. Part of it was torn open, making him think she had just taken care of some other bad guys, but then noticed the pink mist coming from her.

"This is one of the Pro Heroes?" The teen asked himself.

However, his thoughts were interrupted when he heard someone shouting.

"Hey! What are you doing here?!" shouted a man, catching the attention of one other. Ben realized he had been caught.

"Catch him!" shouted the other as they both charged at Ben.

"Woah! Woah, wait a second!" called Ben as he waved his hands in front of him as he backed up several feet while the two men stopped in front of him with assault rifles aimed at him.

"What are you doing here?" demanded one of the men in Japanese, not taking his eyes off Ben.

"What?" asked Ben, not understanding what was being said.

"Does it matter?" replied the other man, leveling his rifle at the teen, "Hun said no one can know about this."

"You guys know it's pretty rude to have a conversation right in front someone like they aren't even there, right?" taunted Ben, falling back on his experience as a hero.

"Quiet!" snapped the man again but his ally wasn't so certain.

"Hun's orders aside, it's just a child, no need to kill him," retorted the first man.

"Um, guys, wanna let me in on what you're saying?" interrupted Ben again, but only received a hard jab in the stomach from the second rifle, causing him to buckle over, holding his stomach.

"I said quiet!" snapped the gangster as he took aim with his rifle at Ben's head, "Hun said no witnesses and right now, this kid is a witness."

Despite the sharp jab, Ben couldn't help but smirk, as he tapped the Omnitrix, the device beeping as it activated the holographic ring. He quickly swiped through the selections before he found the transformation he was looking for. He tapped the faceplate again, the wheel vanishing and the faceplate slid back to reveal the plunger.

"What was that?" asked the first man, but before he could get an answer from the second, Ben pushed the plunger down, engulfing his body in an emerald flash.

Both men immediately shielded their eyes from the flash. When the light died down, they looked back to see the boy had been replaced by some sort of green humanoid creature.

**"SWAMPFIRE!"** called out the newly transformed Ben, standing tall and assuming a combat stance.

"W-What is this?!" demanded the first man, taking a step back, his eyes wide with shock. The second man didn't answer and instead started firing at Swampfire.

The Methanosian only smirked confidently, even as the bullets tore through his plant-like body. After a full thirty seconds. The man stopped firing, his expression turned to pure shock as the bullet holes began regenerating almost instantly.

"Good try, pal," taunted Swampfire before making his move. Using his surprise, the alien hero suddenly charged forward and slugged the man right in the face, the impact sending him flying back out into the main area where he crashed into the containers on the far side.

"What are you?!" exclaimed the first man as he started shooting as well while backing up before giving up and realized it was pointless and began sprinting away. Swampfire gave chase after the criminal. Despite only having a short look at the area before being spotted, Ben remembered the three SUVs and van in the area, deciding to take care of that first, or at least reduce the number of options of escape.

The alien's hands suddenly ignited into fire and he blasted a large stream of fire at two SUV's, blowing them to pieces, casting fire everywhere and sending the wreckage flying. Ben noted the man that tried running was knocked up by a door as the transformed teen stepped through the fire with ease.

Emerging from the fire, Ben could see the heroine had been cornered by the bad guys. The Methanosian also noted the surprised look on her face by his sudden appearance. It didn't take much guess work to figure out that the slender man wearing shades and had multiple tattoos on his arms was the leader of the finely dressed bad guys while the muscular one was the leader of the others. Also from the appearance of the woman, she had taken a few hits already, but couldn't tell which one was the culprit. Swampfire frowned as he crushed what looked like one of the weapons being sold underneath his foot before stopping in front of the group.

"Didn't your mom tell you not to hit a lady?" demanded the alien as he extinguished the flames on his hands.

"You speak english?" noted the muscular man.

"At least someone else does," stated Swampfire, "figured I'd be the only one, but guess not."

"Do you even know where you are?" asked the man, rhetorically.

"Not really, but what I do know is that what you're doing isn't very legal," replied the alien hero.

"Legal or not, interruptions are bad for business!" shouted the man as he sent a wave at Swampfire. The transformed teen was quick to react, easily jumping right over the wave to hit the containers behind. Landing back on the ground, the alien charged.

"So is fighting!" returned Swampfire as he landed a brutal punch to the man's head, knocking him down. The man's thugs then started shooting at Ben, the bullets tearing through his body but did nothing to actually hurt him. Closing the distance, the transformed teen landed an uppercut to one criminal completely knocking him out.

The remaining three, seeing they weren't going to beat him tried running. They all scrambled into the van and fired it up. The vehicle roared to life and started to make a mad rush for an exit.

"Nice try fellas," complemented Swampfire with a smirk as he grabbed a lamp post and ripped it out of the ground. Just as the van was about to pass, the plant alien swung the post like a baseball bat, striking the side of the van, knocking it completely over, "But I already saw that exact same stunt. Didn't work out for the ones who tried it either."

Suddenly, more bullets began hitting Swampfire, causing him to drop the lamp post.

"Hey!" chuckled the alien as he turned to the other group of criminals, all firing at him, "You guys know bullets don't work on me? If anything, it kinda tickles."

While Swampfire was getting shot, Midnight was watching in minor surprise at how well whoever this was, was able to deal with the criminals. Granted, it was clear he didn't have much to worry about, able to repair any damage to his body in mere seconds, but there was something very strange about this. However, the Pro Heroes surprise turned to shock with what happened next.

Just as the creature was about to charge, a loud crack of energy broke through the night and the next thing she saw was the right arm of her savior lying on the ground.

"Hey!" shouted Swampfire as he spun around to see the other leader holding some sort of weird rifle, like the one he crushed a minute ago.

While shock and some anger prevailed in Nemuri's mind for a few seconds, surprise then took place when a vine suddenly sprouted from the stump of the severed arm and grew towards the stranger's own stump. The vine connected to the stump and Midnight watched in awe as the limb reattached itself to the main body. Once it was reattached, the alien grabbed a piece of debris from one of the destroyed cars and hurled it at the man who shot his arm off. The chunk hit him right in the chest, knocking the weapon out of his hand and the man himself onto his back.

"I was planning on taking it easy with you guys tonight," commented Swampfire flexing his fingers to get feeling back in them after being severed while turning back to the others, "But now, I changed my mind."

With that, the plant alien charged towards the remaining criminals, taking them out one by one with either punches, kicks, or elbows. During this time, Stone was coming around and saw his truck was destroyed and Hun's men being taken out left and right.

"You ruined everything!" roared Stone in anger.

"You say that like its a bad thing," taunted Swampfire after he slugged another one of Hun's men, knocking him completely out.

"All you Pros are alike!" accused the man, "Thinking your powers make you special!"

"That's pretty hypocritical coming from you, or did I imagine you taking out the cops with shockwaves?" pointed out the alien.

"Oh, I'm gonna rip you to pieces!"

Swampfire just smirked and made a 'come at me, bro' gesture, "Then come gets some."

With an angered shout, Stone charged right towards Ben, the transformed teen doing the same. Once they were in close, Stone threw a powerful blow right towards the alien's stomach and punched right through. It was here that Stone found himself stuck and tried to pull his hand out, but before he could, Swampfire clapped his hands onto stone's ears, making them ring before kicking the criminal off him.

Stone rolled across the ground away from the alien, however, something caught the heroes attention. To his left, Hun and whatever of his men that were still conscious were getting into the final SUV.

"The deal is off, Stone," shouted Hun to the downed man before starting up the SUV.

"You're not getting off easy, buddy," stated Swampfire as he opened up his right hand. In the palm were several seeds. Smirking he tossed them right underneath the van and watched with no small amount of amusement as vans began growing at an incredible pace from underneath the SUV. A series of surprised and confused shouts came from the vehicle as it was raised into the air, the occupants trapped inside.

"And you're leaving this place alive!" shouted Stone as he was back on his feet and launched a powerful shockwave at the alien.

The hero spun around in time to take the hit right to his chest and be flung back. Swampfire crashed right into a container letting out a shout on impact. There was actually enough force to knock the container back several feet while the one on top loose. When the plant based hero hit the ground, the container above fell right on top of him. Stone smirked darkly as he approached the container that fell on top of the hero.

"Like I said, you're not leaving her alive," gloated Stone, however, during which, he failed to notice several fines began rising out of the ground. The vines then began to form together, creating a familiar figure, "Wait, wha-?!"

"Peekaboo!" surprised Swampfire as he landed both fists to Stone's face at the same time. While the criminal stumbled back, the alien charged forward and jumped forward, landing a flying kick to his chest, knocking Stone completely off his feet.

The weapons maker growled as he held his chest while getting up, glaring hatefully at Ben.

"You have know idea who you're dealing with!" he stated.

"Neither do you," retorted Ben as he ignited both his hands and fired a stream of fire right at Stone. The fire collided with the criminal, blasting him back where he crashed into a container on the far side.

The teen hero let out a relieved sigh, as all the bad guys were either knocked out or contained, however, there was one who wasn't as relieved as he was about the current state of things. Midnight, who had gotten back to her feet was looking at the Methanosian with a bit of intrigue as well as interest if her studying stare was anything to go by.

"That takes care of them," stated Swampfire, before he turned to Midnight and was pretty thankful that Methanosian's couldn't blush, "A-Are you okay?"

Nemuri smirked as she could tell by his body language and the way he spoke that whoever this was, was a little embarrassed, despite not knowing much about the English language. She could tell he was asking if she was harmed.

"Yes… No damage…," she replied in broken English.

"Good," nodded Swampfire, however paused when he saw that the police were starting to come around, "Not good."

He couldn't stay lest he be questioned by the police and be detained for not existing.

"I gotta go," stated the alien before turning and running off, not even bothering to wait for Midnight to reply.

"Where are you going?" called Midnight before she also gave chase, though took off her high heels first because nobody can run in heels. It was clear that whoever this was, was much faster than her thanks to his longer stride, but the Pro Hero was certain she'd be able to find him because of one simple element.

Smell.

* * *

Ben didn't know how long he had been running but he figured he had put enough distance between him and the police. As much as he wanted to stay and make sure they were okay, he couldn't let himself be held up or interrogated. He knew it wasn't right, but then again, getting arrested wouldn't help him much either.

Slowing down to stop, the teen noticed he put a lot of distance between himself and the shipping yard. Where he was presently, Ben had to guess it was a different part of the shipping yard, likely the far side, or perhaps even the edge since he spotted a bus stop a couple yards ahead of him. Letting out a relieved sigh, Swampfire headed towards the bus stop. Once he was by the stop, the transformed was about to slap the Omnitrix dial to revert back but stopped when he heard a familiar voice behind him.

"You are certainly quick," noted Midnight as she approached Swampfire from behind.

"You again?" said the alien plant hero, looking around, "How did you find me?"

Instead of answering, Midnight just tapped her nose with her finger, smirking as she did so. Mentally, Swampfire facepalmed at how she found him, not because she did, but because he chose the one alien who's natural aroma smelled like something had died.

The Methanosian let out a sigh as Midnight approached him, "Look lady, I don't want to get into trouble with the police, I just wanted to do the right thing."

The Pro Hero only folded her arms as she gave him a particular look that he could deduce for a few seconds before figuring it out, "Right, you can't understand me."

Midnight opened her mouth to say something but before she could, she and Swampfire both heard a beeping. The alien glanced down at his chest to see the Omnitrix dial flashing before he was engulfed in a green flash. The sudden flash caused Midnight to shield her eyes for a moment, and when she uncovered them they widened when the strange plant man was gone, replaced by a young man, wearing dark blue jeans, a black t-shirt, and a green jacket with the number ten emblazoned in white inside a black circle on the left pectoral, with a white, vertical stripe crossing under it. It also had two horizontal white stripes on the right sleeve.

"Nice timing," muttered Ben to the Omnitrix on his wrist.

"Well, isn't this a surprise," commented Midnight, her smile growing wider as she stepped towards Ben.

"I'm sorry if I broke any laws, just wanted to do the right thing," began Ben before Midnight suddenly grabbed his left hand and began to pull him away, "Wait, what are you doing?"

"Find… translator…," said Midnight, smiling flirtatiously.

"Translate…," repeated Ben before an idea entered his mind, "Wait one second!"

Ben pulled his arm free for a second, causing Midnight to frown but raise an eyebrow in confusion when Ben brought the Omnitrix up in front of his chest.

"Omnitrix, command function override: code-10," instructed the young teen.

The Omnitrix beeped twice, **"Override Accepted,"** replied the device, momentarily surprising Midnight as the hourglass symbol began glowing emerald.

"Activate universal translator; command code 0-0-0-universal translate-0," Ben gave the command to the device.

**"Command code accepted,"** announced the device, **"Universal translator activated. Speech and writing will be translated in real time."**

With that, the Omnitrix let out a final beep before the glow faded.

"Okay, I think that might help," said Ben, catching the Pro Hero by surprise when he suddenly began speaking Japanese with no hint of an accent at all.

"What did you just do?" asked Midnight, curiously, her smile returning.

"How about we start with introductions first?" suggested Ben, chuckling slightly at her surprise from his transformation and suddenly speaking another language immediately. He wasn't used to this kind of reaction anymore. In his world, everyone knew who he was and what he could do. Obviously, that was not the case here.

"My name is Ben. Ben Tennyson," he smiled to the woman, before looking around briefly, "I don't suppose you could tell me where I am exactly?"

* * *

**_And done, I hope you all liked the chapter._**

**_I do apologize if this chapter was shorter than the last one and if I didn't handle Midnight as well as some of you may think I should have in the fight. I tried my best finding moments when she is fighting, but based on what I've seen, it appears to me at least, that she relies on her Quirk taking out the threat before she needs to get up close and dirty and as said in the chapter, it's been a while since she's handled a threat, working more as a teacher than an active hero so it's alright to assume she's a little rusty._**

**_Not to mention her personality, I understand that she is very flirtatious, but a little guidance or example would be appreciated. Leave a message with an example or suggest other fanfics that display Midnight's playfulness would be very appreciated. Constructive criticism is welcome, flaming is not. I want to improve, not have my pride and will to write this story broken._**

**_I originally planned to include Japanese speech but couldn't find a reliable translator so I had to go back and making everything in english. So if any text is underlined, the person is speaking in another language._**

**_And that's everything, hope you enjoyed the chapter. Be ready for the next one when it comes out._**

**_Read and Review!_**


	4. Chapter 3 New Stories, New Home

_**Author's Foreword**_

_**And here we are, chapter 3 of My Ultimate Academia, I hope everyone is enjoying the story and I'll try to update as often as I can, but before we get onto the story, there are some things I would like to go over first regarding some abilities, characters, and future developments.**_

_**To start with, I want to address how I'm going to approach Tomura Shigaraki's Quirk, known as Decay. I know I already went over this in an update/request I posted but just bear with me, alright? Now, I've noticed a little bit of a split regarding how this Quirk should behave and its relationship to something like pure Silicon. Now, disintegration is defined as 'the breaking down of particles' which is mainly achieved through accelerating the rate of which an object would natural breakdown. Since Tomura only touches objects and causes them to breakdown and nothing else, it can be assumed that his Quirk behaves in a similar way to natural disintegration, just sped up a few thousand percents.**_

_**That being said, pure silicon does not react to anything and due to its natural bonds does not breakdown rapidly. With that in mind, I'm going to make the logical assumption that beings like Diamondhead and Chromastone are immune to his Quirk, and even if they are susceptible to it, it would take Tomura a very long time to hurt them, not to mention, Diamondhead can just regenerate new crystals to replace the ones destroyed.**_

_**Now onto the next issue, well, less issue and more of a request for what Ben's hero name should be. I'm thinking of something along the lines of 'Omnium', due to Omnitrix representing all intelligent life in Ben's galaxy. Plus, it is even said in the show by Gwen that 'Omni' meant 'all' when Eunice first appeared. So any suggestions about hero names are welcome.**_

_**Now there has been some discontent regarding the Universal Translator. Now, I know the Omnitrix has the translator, but I just want to clear one thing up. Ben did NOT have it activated which is why he didn't understand anything Midnight was saying before he activated it, okay? It just wasn't on. I thought that might have been clear when he LITERALLY TURNS IT ON HIMSELF! In fact, in Ben 10 Omniverse, Skurd literally turns on the translator himself when he and Rook are in Mexico or wherever they are when they help Kai, and Ben starts speaking fluent Spanish. Okay.**_

_**I'm considering including Eon for his own short little Arc because it's dimensional travel, this is kinda his thing so it would be kind of a crime not to include him or Ben 10K at some point, just not sure how to bring him in. If anyone has any suggestions about including Eon and how I would do it, I'm all ears.**_

_**Now, I'll try to keep things as smoothly as possible and I apologize, this chapter will be a bit shorter than the others, but I will do my best to keep the story moving.**_

_**Last thing and it is a small request. I was wondering if some of you might be able to recommend the story the writer of the most people Ben 10 crossover fanfic, Ultimate10, so that he may give his opinion about the story and what he thinks of it. I have tried sending him several Private Messages, but he hasn't responded to any of them and I could really use a little guidance regarding how I should go about writing Ben. I have watched every Ben 10 episode from the original series to Ultimate Alien, not too many of Omniverse but from what I have seen it is a decent show, but a bit of a step down from the previous series that took a more mature look at Ben 10, catering more to adults/teenagers rather than children. I would really appreciate his insight into writing an excellent story that maintains a very interesting vibe and explores more of Ben's character.**_

_**Okay. That is all I wanted to say.**_

_**Onto the story.**_

_**Disclaimer: I own nothing. I own nothing. Man of Action owns Ben 10 and My Hero Academia belongs to Kohei Horikoshi.**_

* * *

_**My Ultimate Academia**_

_**Chapter 3: New Stories, New Home**_

"My name is Ben. Ben Tennyson," Ben smiled to the woman in front of him, before looking around the area briefly, "I don't suppose you could tell me where I am exactly?"

The Pro Hero gave him a slightly confused expression. One would assume someone would know where they were if they knew the language of the area they were in, but that most likely wasn't the case, not when he spoke to the watch on his wrist, giving it several commands. While she didn't know much of the English language, she could discern that he had given it the command to somehow translate his speech so that he could understand her, and vice versa.

Setting her intrigue aside for the moment, Midnight proceeded to answer Ben's question. After all, it was the least she could for all his help in getting her out of trouble.

"You're in Musutafu, or in its shipping yard," she answered, "Why?"

Ben gave her a confused expression, her answer not really helping him.

"You're in Japan," expanded the Pro Hero.

"Oh," he realized, "I thought I recognized the language."

"You're speaking it right now," chuckled Midnight, however, she knew there was at work here.

"Oh, yeah, I'm not actually speaking Japanese," explained Ben as he looked down at the Omnitrix.

"I assume it has something to do with that nice watch of yours?" guessed Midnight as she folded her arms under her breasts, pushing them up slightly. She held in a smirk as she watched Ben's face turn slightly red from her action.

"Y-Yeah, actually," confirmed Ben, keeping his focus on her face and not her other parts, "A friend of mine made this for me with a bunch of functions. One of them is a universal translator, being able to translate any language into another other in real-time."

"To you, I am speaking perfect English while from my perspective, you are speaking Japanese," she determined, "A very useful tool, you're friend must be very gifted in technology."

"He is, but just wish he was a little less blunt all the time," snorted Ben.

"Now, you mentioned that this device has other functions?" reminded Midnight, looking down at the Omnitrix, "Would one of them be transforming your body?"

"Sort of," corrected Ben, reviewing his cover story in his head once more to make sure he got all the details down correctly, "Basically it works in conjunction with my Quirk."

"Really?" now that caught Midnight's attention as she stepped towards Ben, "How so?"

"Well, basically my Quirk is that my genetic code is unstable and easily susceptible to mutation or transformation. Essentially, I'm able to rewrite my own DNA to give myself new forms with different abilities," he explained looking down at the Omnitrix, "However, due to my own instability, I can't maintain those new bodies for very long, which is where this comes in."

He held up the Galvanic creation to Midnight so she could have a look for herself, "Basically it acts as a genetic stabilizer, allowing me to maintain my transformations for longer periods of time."

"You said your genetic code is unstable?" recalled Midnight, glancing at Ben for a second, who nodded, "What would happen if you were to remove this device?"

"It wouldn't be pretty, like at all," grimaced the teen hero as he pulled his hand away. He really didn't like lying. It was then Midnight noticed that his left eye twitched for a second. Her own eyes narrowed just barely but said nothing of it.

"How many forms do you have and what are their abilities?" she asked.

"I've got a bunch of other forms and their powers can vary, but the most common abilities are enhanced strength, durability," continued the teen, scratching the back of his head, chuckling slightly. He knew he was avoiding answering a lot of questions directly, but he couldn't let her know the truth about him, not yet anyway.

Again, Midnight was getting the notion that Ben wasn't telling her everything and if she was being honest with herself, it made him that much more intriguing. But the main focus of her attention was his ability: to transform into a multitude of new forms, each with their own set of abilities? That wasn't heard of, in rare cases, some might be able to manifest two Quirks at most, but so many? That was very interesting.

"I must say, Ben, I have never heard of such an ability," stated the Pro Hero, "However, I am wondering why you are out here at this time of night? Shouldn't you be with your parents? It is fairly clear that you are from the United States."

That's when Ben's expression slightly and he looked off, a distant look in his eyes. The sudden change in behavior was not lost on Nemuri, who tilted her head to the side.

"I don't really have a home," said Ben softly.

"You don't?" asked Nemuri, a little surprised now, "What of your parents?"

The teen hero took a deep breath in before letting it out slowly and closed his eyes, "My parents are gone. They were killed by some villains, which is partially why I took off."

"How do you mean?" asked the Pro Hero.

"It's due to my Quirk," explained Ben, carefully going over the details of his cover story in his head once before telling her, "As you said, you have never heard of someone capable of what I am and it's for that reason my parents usually kept me out of the spotlight, they were afraid I'd be taken away and studied. One day, somehow some villains heard of what I could do and attacked. My mom and dad were killed in the attack."

Nemuri let out a soft gasp of shock, placing her hand over her mouth at hearing what Ben told her, "They told me that if anything were to happen to them to keep moving, to avoid being captured by these villains. It's kind of the reason why I'm not from around here and why I didn't stay to help out the police. If I use my Quirk too much, the same villains might be able to track me down. Which is why I took off when I did."

"Oh, Ben, I am so sorry," apologized Nemuri.

"It's alright," he assured, but the Pro Hero could see that it hurt for him to talk about.

"Helping me and the police out was very brave of you," she stated, "Even when you had no reason to help us and the risk to your own wellbeing."

Ben smiled slightly at the praise, but he honestly felt like he didn't really deserve it considering he was partially lying to her. It still hurt, talking about his parents but he needed a reason to explain he was here in Japan at this time of night.

"I was just doing the right thing," replied Ben, looking back at Nemuri, "If I'm being honest, I want to do the right thing, but it's kind of hard right now."

The Pro Hero looked Ben in the eyes for a few seconds, seeing that he was being genuine. While there were things he was keeping from her, it really wasn't any of her business to pry and it was all too clear that he was a good person at heart. It was for that reason she decided to extend him a little offer.

"Ben, if you have nowhere else to go, perhaps you'd like to stay with me, at least for the moment?" suggested Midnight.

Ben could only blink slightly in surprise at Midnight's offer.

"I'm sorry?" he apologized.

"Exactly what I said, Ben," she assured taking Ben's right hand into both of hers, "As you've said, you have nowhere else to go and have been traveling quite a bit, if the state of your clothes is any indication."

Ben immediately looked down at his clothing and saw that they did indeed look pretty ragged. At first, he was wondering how he didn't notice this sooner or how this was even possible until an answer clicked in his head: Paradox. Likely the Professor wanted to help Ben sell the bit he was on his own for a while and when he sent him here, he made his clothes look pretty dirty to help sell the story a bit better.

"Well I, uh…," Ben trailed off.

"Think of it as thanks for helping me out and don't worry, I'll keep you taking care of the Yakuza a secret," winked Midnight.

Ben shifted his gaze from the Pro Hero to the ground. He didn't really know what to say or think at the moment. Things were happening pretty fast. He'd just met this woman and she was already offering him a place to stay? Needless to say, he was grateful for the offer, but should he accept it?

Ben took another good look at Midnight, seeing the genuine look in her eyes and the kind smile on her face. While her choice of wardrobe was interesting, to say the least; she was also pretty compassionate and welcoming to him despite just meeting him literally a minute ago. It was obvious she wanted to repay him for helping her and to give him a place to stay.

"So? Will you take my offer?" asked Midnight once more.

Ben hesitated for a second before nodding, "Yeah, sure," he answered, "Why not? It's not like I've got anywhere else to go, right?"

"Quite right," nodded Midnight, smiling as she let go of Ben's hand.

It was then they heard the sound of approaching footsteps, both Midnight and Ben turned to see Detectives Yin and Reagan running up to where they were.

"Was wondering where you went," stated Reagan as he approached the two, "Who's this?"

"This is Ben Tennyson," introduced Midnight, turning to the police detectives, "Ben, these are Detectives Daniel Reagan and Ellen Yin of the Musutafu Police Force."

"Mind explaining what happened while we were knocked out? Place looks like a warzone," stated Ellen.

"After you were knocked out, I tried to apprehend the villains and Yakuza but was shot by the Genetic Disruptor and overpowered," explained Midnight, though there wasn't any small amount of annoyance in her words regarding that last part, "I was surrounded when a vigilante of some kind attacked and defeated all the criminals."

Ben glanced at Midnight giving her a neutral look, but she could tell in his eyes that he was asking if she was going to tell them it was him. Just barely, he noticed the smallest smirk she gave him.

"Before I could stop him, he ran from the scene. I tried following him but soon lost his trail. I then spotted Ben and asked if he had seen anyone leaving the yard and he said he didn't see anyone leave other than myself," informed Midnight.

"Is this true, kid?" asked Reagan, looking to Ben.

"Yeah, sorry I can't be much help here," apologized the teen.

"Eh, you've got nothing to be sorry for, kid," assured the detective, "Besides, it wasn't a bust at all. One of the Yakuza bosses is now in cuffs, so is a villain, not to mention we got the Disruptor back, which should wear off in ten to thirty minutes."

"Thank you, Detectives," nodded Midnight, giving them both a smile.

"Well, we better get going," stated Reagan as he turned to leave, however, Yin remained where she was for a few more seconds before following her partner. Both Ben and Midnight watched them leave. Once they were out of sight, the teen spoke up.

"Thanks for not telling them it was me," he thanked the Pro Hero.

"Think nothing of it, Ben," assured Midnight as she smiled brightly at Ben, "Now come on, let's get you cleaned up."

Suddenly, Ben's stomach growled, causing the teen to blush slightly while the mature woman chuckled, "And something to eat by the sound of things."

"Yeah," agreed Ben with his own chuckle, before he realized something, "I never actually got your name."

"Oh, how silly of me," realized the R-Rated Hero, "I am Midnight, but my real name is Nemuri Kayama."

And with that, both Ben and Midnight started their small trip back to Midnight's home, right after she put her shoes back on. When the Pro Hero first arrived at the yard, she had used her own car to get here as a way to leave to let the police handle the situation. They just needed her to take care of the criminals and once all was said and done, she was fine to leave. Thankfully, Nemuri had parked a little ways away from the yard, mainly to keep her vehicle from getting totalled should something unforeseen happen. So no one saw Ben follow the R-Rated Hero to her car. Once they were both in, Midnight started the drive back to her home.

* * *

_Later..._

After a few minutes of driving through the streets, Ben noticed the surroundings change, becoming less industrial and more suburban with homes here and there. Passing a few more houses, Midnight pulled into a nice Japanese style home. With a small garden surrounding it and a black tile roof, it was a very cute house. It was only one level, everything on the same floor, much like his parents' home before it was destroyed.

"Here we are," announced Midnight as she shut off her car and stepped out of the vehicle with Ben following suit.

Upon entering the home, Ben found that it was pretty nice. Decorative furniture, a few photos here and there, not to mention pretty spacious. At the door, Midnight removed her high heels at the door with Ben doing the same, placing his sneakers next to her shoes.

"Now, let's get you cleaned up and fed," stated the woman as she led the teen into her home.

"Alright," shrugged Ben, following her to the bathroom.

"Now, while you clean up, I'll get changed and fix us something to eat," she informed Ben as she showed him where the bathroom was. The teen looked into the bathroom, seeing that the had a wooden floor, a stool placed next to a bathtub and a shower hose coming out of the wall. Adjacent from those objects was a toilet and sink to wash his hands.

"I'll wash your clothes while you are getting washed," stated Midnight.

"Okay," nodded Ben as he took off his jacket and black shirt, noticing the dirt and grime on his favorite jacket. He then removed his socks before pausing for a second, noticing that Midnight was still standing where she was, "Uh, could I have a little privacy?"

"Oh, of course," nodded Midnight as she stepped out of the bathroom and closed the door to let Ben strip off the rest of his clothing.

"I have your clothes washed and back to you in no time, though we will have to get your jacket dry cleaned due to it being leather," said the Pro Hero.

"Thanks for doing this, Ms. Kayama," thanked the teen.

"Please, 'Ms. Kayama' was my mother, you can call me Nemuri, Ben," she said through the closed door, "There are some towels you can use to dry yourself off."

"Thank you," replied Ben as he set to getting himself all cleaned up.

Nemuri left the bathroom to go and start washing the teen's clothing when she spotted a small folded up paper sticking out from the inside pocket of his jacket. Curiosity getting the better of her, she pulled it out and unfolded it. It was a picture: a picture of Ben with several other people. In the picture was four men and four women.

Standing next to Ben was a Japanese girl if Nemuri had to guess, who had black hair, brown eyes, and wore a black T-shirt, mostly hidden under a pink hooded jacket and a white mini skirt. She has short black hair and sported white tennis shoes. She was smiling brightly in the photo and had her right hand placed on Ben's chest, leaning into his right arm. She also looked around Ben's age.

To Ben's right was another girl with red hair tied into a ponytail, eyes that were as green as Ben's, and fair skin. She was wearing a white dress shirt underneath a red sweater with the cuffs rolled up over the sleeves of the sweater. She also wore a black hop skirt with black leggings and black high heel shoes. She looked to be about the same age as Ben. Behind her, was a much taller and more muscular boy, looking to be about a year older than Ben. He was wearing a tight black T-shirt over a grey long sleeve shirt, blue pants, and black combat shoes. His hair, although still long, was styled into a choppy mullet. He had a cocky smirk on his face as his right hand wrapped around the redhead's waist, holding her close.

Behind the teens were four adults and one senior citizen. Behind and to Ben's right was a man and a woman, the man was wearing a grayish blue polo shirt with brown pants. He had light-colored skin, brown eyes, and brown hair. The woman was wearing a burgundy v-neck sweater, black pants, and black high heels. She had blonde hair and green eyes, much like Ben's own green eyes. They were both smiling.

Standing behind the redhead were two other adults; another man and a woman. The man was wearing glasses and has thin brown hair. He also wore a smart polo shirt with a burgundy sweatshirt covering it. He also wears tan trousers. Next to him was the woman, also a redhead who had a striking resemblance to the younger redhead, leading Nemuri to believe she was the girl's mother. Some differences were that the woman had her hair cut much shorter, had blue eyes, black eyebrows, thick eyelashes, and some bags under her eyes. She was wearing a white blouse with a green vest and a dark grey skirt with high-heeled shoes of the same color. She also has golden earrings and a necklace with a golden buckle.

Directly behind Ben was the oldest of the group. It was clear he was past his golden years and getting up there with his gray/white hair, thick eyebrows, and wrinkly skin. The man wore a white shirt, covered by a red buttoned-up Hawaiian shirt with a floral design. He also wore brown pants and black shoes. He was resting both hands on Ben's shoulders, smiling as everyone posed in the group photo.

_'This must be Ben's family,'_ thought Nemuri as she looked at the photo, _'But who is the girl standing with Ben?'_

She looked at the girl in the photo for a few more seconds before folding the photo once more and tucked it back into the pocket, planning to take it out again when she gets it cleaned. A part of her was slightly wary of Ben, knowing that he was keeping something from her. She had a distinct feeling that Ben's left eye twitching is a hint to something, but for now, she figured she would leave it alone, at least for the moment. Ben had his reasons for not telling her and she had a feeling he would one day explain everything.

* * *

_Later…_

After getting himself completely cleaned up, Ben exited the bathroom, drying his hair with a towel he had found while another one was wrapped around his waist. He let out a content breath of air, feeling much better now that he was all washed. He had to be honest, he did not expect any of this to happen the second he arrived in this world. If anything, he expected it to go like last time he ended up in another world. Getting attacked right off the bat and then taken to be held in some kind of prison, not offered a place to stay with a stunning woman. Upon exiting the bathroom, he noticed that his t-shirt, jeans, socks, and boxers were all washed and folded neatly outside the door.

"That was fast," remarked Ben as he took them into the bathroom to get dressed. After redressing he exited the bathroom and began looking around for Nemuri.

"Nemuri?" called out Ben.

"In the kitchen," she replied. Following the sound of her voice, Ben found the kitchen where he found the Pro Hero fixing a meal for them, two bowls of instant noodles, "There's a table in the next room where we can eat."

"I really appreciate what you're doing for me," thanked Ben as Nemuri finished both meals and carried them to the table.

"It's my pleasure, Ben," she smiled, "What kind of hostess would I be if I didn't treat my guests with the best care?"

"That's a fair point, but I don't want to make things difficult for you being here," he replied as he sat down just as Nemuri placed his food down in front of him. He noticed that she had changed out of her costume, much to his relief and was wearing a simple gray roll-neck sweater and black sweat pants. Some utensils had already been set, however, what was offered was something Ben never really used often: a pair of chopsticks.

Midnight noted how the teen struggled to use chopsticks, internally chuckling at how badly he used them.

"H-How do you…?" Ben trailed off as he tried scooping up some noodles one for them to slip out.

"Here, let me show you," offered Nemuri as she showed him how to properly use chopsticks. After a minute of trial and error, Ben was able to use them properly, "There."

"Thanks," thanked Ben as he was able to now eat his meal. A few minutes into their meal, Nemuri spoke up.

"I must say, Ben, you are quite skilled in fighting," she recalled his fight with Stone, his men, Hun, and the Yakuza.

"Growing up, I had a lot of practice getting to know my other forms," replied Ben as he fished around in the bowl for some more noodles, "When I was little, I had wanted to become a hero."

"Really? What made you want to become one?" asked Nemuri.

"It's just something I was taught growing up, regarding my Quirk," explained Ben, "As you've said, you've never heard of anyone who can do the things I do. While I would definitely get a lot of attention using my powers, that didn't really matter to me, because I had a responsibility."

"A responsibility? To what?"

"Well, to the people," he answered, piquing Nemuri's interest, "Since I can do things most people can't do, probably even some Pro Heroes, I figured that it would also be my responsibility to use those powers to help and protect people who can't protect themselves."

"That is very noble, Ben," agreed Midnight, "But you do know many Pro Heroes do that already, protecting people?"

"Well, yeah, but for some, it's not normally for that reason," retorted Ben.

"How do you mean?"

"Well it's just that some Pro Heroes are just heroes for the sake of fame or popularity," answered the teen, trying to think of a way to word what he was thinking without having to name any Heroes specifically, mainly because he had no idea the names of Pro Heroes in this world, "And if I'm being honest, I'm not typically a big fan of the whole heroes being a commercial thing. It's just that growing up, I was taught being a hero isn't about fame or money or for the thrill of adventure or fight. Being a hero means that you're taking up the responsibility of someone else's safety. I feel like some Pro Heroes have forgotten or lost of doing what's right and not what we want."

Nemuri was silent for a few moments, thinking about what Ben said before he suddenly spoke up again.

"But don't get me wrong, any reason to do the right thing is a good one, it's just that a hero's first interest should be to the benefit and safety of the people, not their own."

Now, her intrigue with Ben had grown even more. She could tell by the way he spoke, that he was doing so from some sort of experience. Then there was the way he spoke about being a hero and what it means being one. As he spoke, she felt as though she was speaking to someone who had been doing this for quite a while now. Which led her to believe there was far more to Ben than he was telling her.

"That is a very mature and noble way of looking at being a hero, Ben," stated Nemuri, smiling, as she leaned forward, a suggestive smile on her face, "I can say without a doubt you'd make a fine Pro Hero one day."

"Y-Yeah, well, I wasn't always like this," chuckled Ben as he leaned back, scratching his head, "Growing up I was a little bit immature about the whole thing."

"Sounds like that's something you'd have to tell me about one day," she gave Ben a wink before leaning back, "Oh, I almost forgot."

Reaching into a pocket, she took out the folded up photo and held it out to Ben, "I found this in the pocket of your jacket."

"Thanks," said Ben as he took the paper and unfolded it.

"I assume that is your family?" guessed Nemuri.

"It is," he replied looking at the photo, a somewhat sad look in his eyes settled in, "Or, it was."

"I'm sorry," apologized the Pro Hero as she cleared the table and came back to see Ben had unfolded the photo and was looking at the picture, "Who's the girl next to you?"

"Oh, that was my girlfriend, Julie," answered Ben, not looking up from the photo.

"Past tense?" inquired Nemuri.

"We aren't together anymore."

"Would you like to talk about it?"

"Not really," answered Ben, his enter demeanor deflating. Seeing this, the woman decided to change subjects.

"Say, Ben, I know that you said you can change your form at any given time thanks to that device," recalled Nemuri, gesturing to the Omnitrix.

"Oh, yeah," answered Ben.

"However," she picked up, a somewhat challenging smile spread across her face, "I'm not sure if I should believe, given I have only seen one of your alleged forms."

"Huh?" Ben gave the woman a confused look until it dawned on him what she was saying, "Oh, you want proof of me changing forms."

"Well, how can I believe what you have said without any facts to back up what you have said?" smirked Midnight.

"Alright, alright, I'll play your little game," smirked Ben as he got up from his chair at the table and went into the next room, which happened to be the living room, "Just gotta move the table to make sure I don't accidentally break it."

Quickly sliding the coffee table that was in the room to the far side, Ben stood in the center of the room while Nemuri stood in front of him.

"Well?" requested the Pro Hero.

"Just watch," smirked Ben as he tapped the Omnitrix, the holographic wheel appearing as the device beeped. Nemuri's interest picked up.

"So that is how you transform?" she inquired.

"Yep, since I can rewrite my own DNA, I have some preset forms which makes it easier than making up an entirely new one," answered Ben as he found the icon for Swampfire, "How about I start with one you've already seen?"

He tapped the Omnitrix again, the device beeping once more before the wheel vanished the plunger was raised up. Ben then pushed it down and was engulfed in a green flash. Nemuri shielded her eyes for a second before looking back to see a familiar figure standing before him.

**"SWAMPFIRE!"** called out the transformed teen as he raised his arms.

"I have already seen this form, Ben," chuckled Nemuri before frowning as she plugged her nose, "And I would prefer if you didn't stink up my home."

"Sorry," replied the Methanosian, "I think I've got some better in mind."

Raising his hand to the Omnitrix, he tapped the dial and was consumed in another bright flash of light, forcing the Pro Hero to shield her eyes again.

Looking back, Nemuri's eyes widened in surprise when she saw a completely different form. Standing where Swampfire once did was a completely different creature. It had buggy green eyes, a skull-like black face with blue markings and frosty looking patches running down his arms and legs, with four-fingered hands and three-toed feet, one toe coming out the back. His insect-like appearance, combined with the light blue, icy grim reaper-like hood and robe he wore over his body, made him look like a terrible thing horror of the cold night. His mouth, which resembled clenched teeth, gushed out an icy blue mist as he rose into the air. Suddenly, his robe unfolded to reveal that they weren't really robes, but his wide wings and antennae, the former were considerably large and gave him the appearance of a humanoid-moth. On his chest was a circular disk with a green hourglass symbol.

**"BIG CHILL!"** Ben announced in a cold, eerie voice. The Pro Hero could feel the entire temperature of the room fall almost instantly, even seeing her own breath in front of her because of how cold it had become.

"How do you like this form, Nemuri?" asked the Necrofriggian despite his mouth not even moving, mist blasted out when he spoke.

"Very impressive, Ben," noted the Pro Hero as she began rubbing her shoulders, "I take this one has unique abilities?"

"Yes, as Big Chill I can freeze anything with blasts of my breath or just by making contact with the object," explained Big Chill as he folded up his wings into a cloak once more, "I can even generate ice with enough concentration of my powers."

Ben then decided to mess with her a bit, "But that's not all."

Before Nemuri could ask what he was talking about, Big Chill suddenly turned blue and the Pro Hero could actually see through him. Suddenly, the alien moth began to sink into the ground before vanishing entirely.

"Ben?"

Silence...

"Boo!"

Nemuri let out a surprised yelp as she spun around to see Big Chill right behind her.

"How did you do that?" she demanded, catching her breath after being startled.

"Intangibility is quite a useful trick, wouldn't you agree?" teased the Alien, with a raspy chuckle.

"Very funny, Ben," chuckled Nemuri as Big Chill unfurled his wings and he tapped the Omnitrix, returning back to normal, "I assume your human body is the default?"

"Yep, best to make the first body I have the default," replied Ben.

"But you do realize I will have to eventually get you back because of your little prank?" smirked Nemuri, a suggestive smile forming.

"Eh, I'm not too worried," replied Ben, shrugging slightly but took a step back when Nemuri suddenly got up close, a wide smile on her face.

"Oh, don't tempt me, Ben," she teased, licking her lips.

Ben sweated slightly as he kinda wished he thought about pulling that prank a little bit more because he now had a terrible feeling in his gut that he wasn't going to like what Nemuri had in store for him. Especially considering what her costume was like.

"But don't worry, for now, you're still settling in," assured Ben as she around him and suddenly pulled him into a surprise hug, the teen blushing madly when he felt two globes push into his back. Nemuri then leaned over to his ear and whispered, "But I wouldn't get too _comfortable_ just yet."

"W-What?" stammered Ben, his face turning redder from the tone she used.

It was then she noticed that Ben hadn't really done much to clean his ears out. Well, he did, but it wasn't that good of a job.

"Benny, you didn't clean your ears out," she said in mock disappointment, tracing his ear with her fingernail, "We simply can't leave it like that can we?"

"What does my hygiene have to do-," began Ben before he was suddenly sat down on the couch by Nemuri.

"Wait right here, Ben," she told him before heading off, leaving Ben in the living room, confused and very flustered.

_'What the heck just happened?'_ he thought to himself before the Pro Hero came back with what looked like a small wooden stick of some kind with a large fluff ball on one end and a blunt look at the other. She also came with some tissues.

"Now then, Benny, I'm going to finish the job you started, and clean out your ears," smirked Nemuri as she sat down next to him with a little space between them, "Now, lie your head down right here."

The woman smirked as patted her lap, causing Ben to raise an eyebrow.

"Um… alright?" replied Ben slightly confused as he did just as he was told and leaned over to rest his head down on her lap, facing out to the living room and away from the Pro Hero, "I would like to point out, I have had this done to me before."

"Now isn't that an honor," smiled Nemuri as she brought the pick down to Ben's right ear, the cotton ball nearing him, "Let's start with a gentle swab."

And so The Pro Hero, Midnight, also known as the 18+ Only Hero and the R-Rate Hero, began cleaning the ears of Ben Tennyson, wielder of the most powerful weapon in the universe, bearer of the Omnitrix, and the Hero of Heroes. She started with the shallow sections of his ears and gently began clearing away the wax and anything else that might have been left behind when Ben tried cleaning his ears himself. For a few minutes, Nemuri cleaned the teen's ear, taking care since she hasn't done this on anyone else before.

"Let me know if you feel any discomfort, okay?" advised Nemuri as she started to go a bit deeper.

"I'll keep that in mind," replied Ben as he did his best to keep still.

If he was being honest, he really didn't know what the Pro Hero was trying to do with him. It didn't take long for Ben to figure out that Nemuri Kayama was a very flirtatious person, and it seemed like she had no problem showing off her sexuality to pretty much anyone. However, he figured that there was a bit more to her than just her good looks and playful nature. During their conversation, Ben found that Midnight is actually very intelligent and perceptive, however, that was only what he has been able to preen so far from their limited time together. He figured he'd learn a lot more about Nemuri the longer he remained with her.

But he honestly didn't get what she was intending with cleaning his ears. There wasn't much about actual Japanese culture he knew about, and Sumo Slammers had initially started in the States and had some traditional references, but not much, and even less about modern culture. All Ben could do was guess that she was trying to tease him somehow in someway, he just didn't get how she was doing it.

"You alright, Ben?" asked Nemuri, nudging himself with her lap.

"Yeah, I'm fine, just thinking is all," he replied.

"That's fine," said the Pro Hero, "Now, I'm almost done with your right ear."

Removing the ear cleaner, Midnight leaned down to gently blow on the teen's ear, causing him to shudder slightly.

"How does it feel, Ben?" she asked him.

"It feels different, I'll be honest. Strange but in a good way," replied Ben as he glanced up at her.

"That's good," nodded Nemuri, as she cleaned off the pick with the tissues, "Now for the other side."

Ben made to get up but was pulled down by the Pro Hero, "You don't have to get up, Ben. You just have to face me."

"Face you…," wondered Ben for a second before realizing he'd be facing her crotch, "Um, are you sure?"

"Wouldn't have offered I wasn't certain, Ben," she replied casually as she pulled Ben's head back down to her lap, "Now, flip over."

The transforming hero took a breath before doing just that. Now that he was facing Nemuri, the pro hero got right to work, cleaning out his other ear. Ben felt his cheeks warm at how close they were together, however, he mentally berated himself. There wasn't anything to get embarrassed about, she was just cleaning his ears! Nothing more, nothing less!

"Feeling a little bit tense, Benny?" asked Nemuri, noticing how rigid Ben seemed to be. Internally, she chuckled to herself, knowing that would eventually get the meaning of what she had intended.

"I'm pretty sure you know why I'm feeling a little tense," countered Ben, glancing up at her from the corner of his eye.

"Well then, I hope you're ready for tomorrow," chuckled Midnight as she continued cleaning his ears.

"Why?" asked the teen, his tone suspicious.

"Because tomorrow, we are going to get you some clothing," answered Nemuri simply as she kept cleaning out his inner ear, "Unless of course, you have some clothes you have left some wear."

Ben let out a sigh, knowing he did not.

"Try not to enjoy yourself too much tomorrow," stated Ben, sounding somewhat defeated.

"Think of it as my way of getting even with you for giving me that little scare," she suggested with a little chuckle.

"Yeah, yeah," Ben rolled his eyes as he Nemuri blew on his left ear just as she did on his right.

"There, all finished," stated the Pro Hero as the teen sat up, "Now that wasn't too bad, now was it, Ben?"

"Well, I didn't lose my ears, so that's something?" Teased Ben while Nemuri just swatted his left arm playfully. However, Ben's tone then turned sincere, "But I do really appreciate what you're doing for me, Nemuri. Even if you have no reason to."

"Think nothing of it, Ben," replied the mature woman as she playfully ruffled his hair, "You helped me when I needed it, now I am simply returning the favor."

"Still, I hope you won't think of me as some sort of freeloader," he said.

"After witnessing you risk your life to save the lives of those officers and my own life, I really doubt you're that kind of person, Ben," chuckled Midnight.

Ben smirked as he stood up and began to move the coffee table back into place, "It's getting pretty late, I think it's time we get some sleep."

"Of course," agreed the Pro Hero as she also stood up just as Ben finished moving the table, "The guest room is down the hall past the kitchen and to the right. My room is at the end of the hallway."

"Thanks," thanked Ben as he headed to the bedroom, "See you in the morning."

"Until then, Benny," replied Nemuri as she watched Ben go, the teen shaking his head at the new nickname. Once he was out of sight, the heroine let out a sigh as she sat back down on the couch. A somewhat serious expression on her face as she recalled everything she had learned about Ben Tennyson.

For one thing, she noted that Ben was very genuine, even more than that, he had a kind heart and will to do the right thing. He was also very mature and possessed idealistic views. Despite knowing him for so little time, she felt that she could trust Ben, that he wouldn't do anything to hurt her or anyone. This all stemmed from how he described a hero. The nobility of his views and how being a hero is about helping and protecting the people first and foremost. It doesn't matter the reason you became a hero, but the main focus of being one is and should be to protect and serve the innocents. He was also very cunning when he tricked Stone into letting his guard down. A lot about Ben Tennyson reminded her of All Might and his own ideals about being a hero.

Despite the fact that he was keeping some things from her, it was clear that he didn't like lying to her. She could see it in his eyes and the way he spoke, there was definitely something Ben was hiding from her, but what it was, she didn't know but she had a feeling he would tell her himself. For instance, there was the photo he kept with him of his family.

He told her that his mother and father were killed by some villains who came to abduct Ben for his powers. If that was the case, then who are the other people in the photo? She knew that Ben would tell her eventually, but she felt she needed to hear the whole story. Like Ben said, if he stayed in one place, these 'villains' as he claimed that attacked him, would likely come for her home as well. So while she did not want to go behind Ben's back, she wanted to ensure that other people don't get caught in the crossfire if these villains do end up showing themselves and try to capture Ben because of his Quirk.

Taking a breath she went to the kitchen to use her phone, quickly inputting a phone number waited a few moments.

"Hello, this Midnight," said Nemuri into the phone's microphone, "I was wondering if you search a name for me? Yes. The name is Ben Tennyson."

_**To Be Continued…**_

* * *

_**And done. So, any thoughts regarding chapter 3? I did my best to try and get as close to Midnight's personality as I could but if any of you feel as though there is something wrong regarding how she acts or behaves, I will do my best to correct that. This also extends to Ben, if something is not right about how acts or interacts with some individuals, I will try to fix it as best as I can. Now, I know this chapter wasn't exactly that exciting, but I wanted to mainly focus on establishing how Ben and Nemuri would interact and how their relationship would evolve beyond that. I will try my best to keep everything as accurate as possible and yes, there will be more stereotypical anime moments in the future like helping each other bathe or something like that. I know, it sounds a bit extreme, but keep in mind how flirty and teasing Midnight can be. I'm sure with enough time, she might try something like that to tease Ben a bit more when they are more familiar with each other.**_

_**Now onto other news, I am considering going to the previous chapter and making it so that when the Universal translator is not active, the criminals and Nemuri are speaking Japanese from Ben's point of view. So, with that in mind, I'd like to ask if one knows a reliable site for translating English to Japanese and vice-versa. I feel as though that might make things less confusing for other readers who are just getting into the story. Also, if you feel anything is wrong with this chapter, content-wise, I am more than willing to go back and change whatever it is you think needs to be fixed.**_

_**Also, I just realized something I completely missed. While I was focusing so much on Diamondhead and other Silicon-based aliens, I completely overlooked Ghostfreak. There's not a lot about Ghostfreak that I know, but I do remember Ben mentioning that he isn't technically alive as Ghostfreak in Omniverse. So what do you think would happen if the Decay Quirk was used on a create like Ghostfreak? I honestly have no idea and would like to hear your theories regarding what would happen.**_

_**And that's all I have to say. Until next time, when Ben and Nemuri go shopping. May God have mercy on Ben's poor male soul.**_

_**Next Chapter: Shopping, Neighbors, and Smoothies**_

_**Leave a review in the box below.**_


	5. Chapter 4 Clothes, Heroes, Smoothies

_**Disclaimer: I own nothing. I own nothing. Man of Action owns Ben 10 and My Hero Academia belongs to Kohei Horikoshi.**_

* * *

**_My Ultimate Academia_**

**_Chapter 4: Clothes, Heroes, Smoothies_**

_Previously on My Ultimate Academia…_

_"My name is Ben. Ben Tennyson," Ben smiled at Midnight, who returned the smile._

_"Perhaps you'd like to stay with me? At least for the moment?" suggested Midnight, causing Ben to widen his eyes in surprise at the offer._

_Both Ben and Midnight arrived at the Pro Hero's home and Nemuri helped Ben get settled in and cleaned up. The teen then shows the mature woman his powers, changing into Swampfire then into Big Chill, causing Midnight's interest to rise._

_"I really appreciate what you're doing for me, Nemuri," thanked Ben as he sat on the couch with the aforementioned woman._

_"Think nothing of it, Ben," she replied while playfully ruffling his hair, "You helped me when I needed it, now I am simply returning the favor."_

_"See you in the morning," said the Alien Defender as he headed to the guest room to turn in for the night, Midnight watching him leave._

_Nemuri then went into the kitchen and picked up the phone while dialing a specific number._

_"Hello? Yes, this is Midnight," she said into the phone's microphone, "I was wondering if you search a name for me? Yes. The name is Ben Tennyson."_

* * *

Ben grimaced as he felt sunlight shining down on his face. He let out a little groan as he rolled onto his side, wanting to catch a few extra Zs before waking up. The teen hero had had a difficult time getting to sleep last night but he eventually did get some rest. After a few more minutes, there was a knock on the door.

"Beeeen, it's time to wake uuuup~," said Nemuri through the door in a singsong voice. The teenager however just mumbled something in his sleep and rolled over onto his side. "Ben?"

Ben just pulled the sheets closer to his body, groaning something about chili fries. A few seconds passed before the door suddenly burst open.

"YOU'RE REALLY GONNA MAKE ME REPEAT MYSELF?!" shouted Midnight as she broke the door down, scaring the teen awake.

"JEEZ!" cried out Ben as he practically jumped from the bed and fell to the floor, "Seriously? What the heck, Nemuri?" He looked up and gave the woman, who was dressed in her outfit from yesterday, a glower to which she simply shrugged.

"Well you didn't answer me when I called you, Ben," chided the Pro Hero as the brunette sat up, rubbing his head.

"Sure, but did you really need to break the door down?" he complained while sitting up.

"Well, I wouldn't have needed to if you were awake, now would I?" stated Nemuri as she placed her hands on her hips, "I can fix it later anyway. Now get dressed. We're getting your jacket cleaned and then going shopping."

"Alright, alright," grumbled Ben as he started to get up, the sheets falling from his body. It was then he realized what was about to happen and, realizing he was only in his boxers, quickly grabbed the sheets, "A little privacy, please!?"

"Oh right. Of course, Ben," nodded Midnight, satisfied that he was getting dressed, but giggling a little at flustering him a bit. Turning to the open spot where the door used to be and stepping over said door, she headed out while Ben grabbed his clothes which he had folded last night to wear in the morning. As she was leaving, she happened to notice something on Ben's back out of the corner of her eye: a long, jagged, slash mark going down his back, starting from just below his right shoulder before moving diagonally down to the left side of his waist. She narrowed her eyes slightly, wondering what that was or what could have made it, but decided to address it later.

Once she left Ben let out a sigh as he got dressed, putting on his socks, jeans, and shirt. Once he was fully dressed, the teen hero gave the room he was in a little glance around as he recalled the events of last night. The guest room he was borrowing from Nemuri had a bed, a desk, a walk-in closet, a bedside table, and a wardrobe. All in all, it was actually very nice and comfortable; about the same as his room in Bellwood. Ben then frowned slightly as he glanced down.

_'Home…,'_ he thought as numerous other thoughts flooded his mind. What were Gwen and Kevin doing right now? Were they worried? Were they trying to figure out what happened and where he went, if he was still alive? And what about Grandpa Max, he would be worried out of his mind since his grandson had simply vanished off the face of the planet.

Ben let out a sigh. As much as he wanted to, he couldn't think about that right now. He had other things to worry about, like his cover story. In his rush to create an excuse to explain why he was alone, Ben had accidentally let slip that villains had killed his parents and destroyed his home and he was on the run from them. _Technically_, this wasn't a lie; Vilgax, Malware and Albedo _were_ going to show up and no doubt try to find him if they found him here, but he had no idea when or where or even who would show up first. Not to mention, he had planned to reveal his bad guys later, but it looked like he was going to have to tell Nemuri the truth about them.

He glanced at the Omnitrix for a second. While working as a Plumber, Ben had the Omnitrix linked with the criminal database that the Plumbers had and could access the files of any criminal, warlord, or psychopath in the galaxy. Ben had saved the files of Vilgax, Albedo, and Malware onto the Omnitrix to brush up on every once in a while. He figured this might make things a bit easier to explain when he revealed to Nemuri who he really was and how he truly got here.

For the moment, however, it seemed like Nemuri had bought his story, though he had a feeling she would put the pieces together eventually if she hadn't already started. Despite the way she acted sometimes, he could tell that the woman was very perceptive and would no doubt figure out that he wasn't quite who he said he was. He just hoped she wouldn't think he was bananas when he did make the big reveal. Then again, he wouldn't be surprised if she believed him outright, remembering Paradox said that pretty much everyone and their mother had superpowers in this universe, something that had no doubt been considered fantasy or sci-fic at one point. So something like aliens or alternate dimensions might not be so farfetched… right?

"Ben! Breakfast is ready!" shouted Nemuri from down the hall.

"Coming," he replied, after feeling his stomach growl lightly. Leaving the bedroom, he headed to the eating area to see some toast, eggs, and a pitcher of orange juice had been set out.

"Eggs and toast?" Inquired Ben as he sat down and grabbed the pitcher to pour himself a glass.

"Well, it's pretty clear to me that you're American, so I thought I'd make something from home," explained Nemuri with a smile as she held a cup of coffee in her hands, "Speaking of which, you never did tell me where you're from."

"I didn't?" asked Ben in a shocked tone as he looked up at Nemuri. Seeing the inquisitive look in her eyes and the knowing smile seemed to answer his question. "Right, I guess I didn't. Well, obviously I'm from the States, speaking English and whatever. As for specifics, I grew up in a small town in New York State called Bellwood."

"Interesting name. Sounds like a nice place to visit. Haven't been to the States before, but I've heard it can be pretty exciting," said the Pro Hero.

"It can be if you know where to look," chuckled Ben, recalling all the adventures he had when he was ten, running around the country with Gwen and Grandpa Max that fateful summer. Then, five years later, he would do it again with Kevin and Gwen. A few seconds of comfortable silence passed before Nemuri spoke up again.

"Ben... do you mind if I ask you about that photo I found in your jacket?"

"Oh... that." Ben's expression fell slightly as he glanced at his pocket.

"If you don't want to talk about it, that's fine, honest," reassured Midnight, seeing the downcast expression on the boy.

"No, no, it's alright," spoke up Ben as he reached into his pocket and took out the photo of his family and girlfriend and handed it to Nemuri. "The man and the woman behind me is my mom and dad, Sandra and Frank Tennyson."

Ben then pointed to his cousin, "That's my cousin Gwen and her boyfriend and my best friend, Kevin Levin. That's her parents Carl and Natalie Tennyson. Behind me is my Grandpa, Max Tennyson. He's my dad and Uncle Carl's dad."

"And the girl with you is, or was, your girlfriend?" Recalled Nemuri.

"Yeah, Julie Yamamoto."

"If you don't mind me asking, why aren't you staying with your cousin's parents or grandfather?" asked Nemuri, looking at Ben with a slight intrigued and concerned look. "If your parents are gone, wouldn't it be likely you would stay with either of them?"

"Remember how I said my Quirk is very uncommon and more than a few villains would want the ability I have?" reminded Ben, earning a nod from the mature woman. "Well, I didn't want to drag them into a life and death situation, constantly worrying about who might attack. What happened to my parents was proof enough of what could happen. So I decided I wouldn't put them through that and went out on my own."

Nemuri's eyes widened slightly at the revelation. Hearing that Ben basically cut himself off from his family to keep them safe was very noble but also very sad to hear. Though she suspected that there was more to this than Ben was revealing to her.

"That must not have been an easy decision," said Nemuri after a moment, handing Ben the photo back.

"Trust me, it wasn't," replied Ben with a sigh as he looked at the photo one more time. "But it's better if I get hurt then all of them getting caught in the crossfire."

"Well, that's very brave of you, Ben," praised Nemuri, though she did give a small frown. "However, might I recommend sending messages to them and perhaps letting them know you're doing okay? I'm sure we could find a safe way of delivery and I'm also sure they'd very much appreciate it."

Ben's smile faded a bit when asked that, knowing doing so would be impossible right now, but deciding to humor her for now. "I'll think about it," Ben said.

That seemed to please Midnight thankfully. "Good. Now finish your breakfast and we can get going."

Ben nodded as he started eating his meal. As they ate, a specific memory surfaced in the Pro Hero's mind as she subtly glanced at Ben from time to time. A memory of a very shocking discovery concerning Ben and his history… or rather, lack thereof.

* * *

_Flashback: The night before…_

_Nemuri put in a phone number and waited a few moments before her call was answered._

_"Hello, this is the US Department of State. Amanda Locke speaking," a woman on the other end of the call spoke in fluent Japanese, leading the Pro Hero to assume she had been transferred to someone who spoke Japanese._

_"Hello, this is Midnight," introduced the R-Rated Hero._

_"Ah, yes, Ms. Midnight," replied Locke, "What might I do for you?"_

_"I was wondering if you could search a name for me," requested Nemuri._

_"An odd request, but I'm sure you have your reasons," stated the woman, "I assume this is for Pro Hero business?"_

_"Yes," confirmed Midnight._

_"Alright. Now, what is the name?"_

_"The name is Ben Tennyson."_

_"Alright…" Nemuri could just hear the patter of keys of a keyboard as the agent was likely searching the name, "Okay, I've found multiple people with that name. Could you possibly provide a few more details regarding who it is you are searching?"_

_"Very well. Who I am searching for is a male caucasian teenager, with brown hair, green eyes, slim body with some muscle, and appears to be about sixteen to seventeen years old," listed Nemuri based on what she knew of Ben. The Pro Hero waited a few minutes before the woman on the other end of the call spoke up._

_"Hmm, strange," noted Locke after several moments._

_"What is strange?" inquired Nemuri._

_"I'm not getting any matches based on the description," explained the agent, "At least none that include all the details you gave me."_

_"What does that mean?" asked the Pro Hero with greater curiosity._

_"I'm saying that the Department of State has _no _files of the person you are looking for," elaborated Locke. Now _that _got Nemuri's attention. What did she mean there weren't any files about Ben?_

_"The files have been erased from the system?" supplied the mature woman._

_"More like the files for this 'Ben Tennyson' never existed," corrected the agent on the other end. Nemuri's eyes widened slightly when she heard this. How was it possible that no files existed about Ben? Surely there had to be hospital records, birth certificates, social security information, anything._

_"How is that possible?" asked Nemuri._

_"The information you gave me is still very limited so it could just be the system is unable to further narrow down the correct person you're investigating," explained the woman, "Do you have any other pieces of information I could use to identify who it is you're searching?"_

_Nemuri was silent for a few seconds before she answered, "Not at the moment, but I will call you back when I find out more."_

_"__Very well then. __Thank you, Ms. Midnight, have a good evening," replied the woman before the Pro Hero hung up. She left her hand on the phone for a few moments, tapping her index finger on the plastic as she thought about what she learned. There were no files of Ben Tennyson._

'No information at all? How is that possible?'_ thought Nemuri as she glanced toward the hallway that led to her bedroom and the guest room she was currently letting her 'guest' sleep in. Dozens of thoughts went through her mind, all of them relating to Ben Tennyson and the most prominent one of all was very simple._

_"Who are you, Ben Tennyson?" she said aloud to herself as she folded her arms._

_End Flashback..._

* * *

"Hey, Nemuri? You alright?" asked Ben suddenly, getting Nemuri's attention. She blinked a few times to see a confused expression on the boy's face.

"I'm sorry?" apologized to the Pro Hero.

"You were just kinda staring at me for a while," explained the teenager. "It was a little strange to be honest."

"Oh, I was just thinking," she explained, earning a nod from Ben as he finished the rest of his breakfast. Once they had their meals, the Pro Hero and Wearer of the Omnitrix got ready to go shopping, one decidedly more eager than the other for a plethora of reasons.

"Got your jacket, Ben?" asked Nemuri as she waited by the door, putting on her shoes as Ben carried his signature green leather jacket.

"Got it right here," confirmed Ben as he held up his jacket, "Though you sure it's a good idea to get it cleaned? I've heard that dry cleaning leather jackets can damage and even mess up the way the jacket feels when wearing them."

"Don't worry, Ben," assured the Pro Hero, "This is an old friend of mine we're going to. He has cleaned all kinds of clothes before, leather jackets included, and knows just how to avoid damaging them in any shape, way, or form."

"That's good to know, I really like this jacket," joked Ben, earning a chuckle from the mature woman before the two set out to get Ben some new clothes. Getting into Nemuri's car, the Pro Hero pulled out of her driveway and headed towards the more urban part of Musutafu, specifically the shopping district where Ben got a first taste of what this world was like.

Upon arriving, the Teen Hero could easily tell this was _not_ the same Earth as his own at all, mainly because some of the people didn't really _look_ like people at all. Some citizens appeared to be a cross between animals and humans. Others had extra appendages or even different bodies, while some looked like regular humans, but Ben had learned not to judge a book by the cover. After all, _he_ was a great example of that. All in all, this wasn't the strangest sight to Ben, having experienced far stranger and weirder things in his years as a hero.

"Come on, Ben," called Nemuri, getting the teen's attention. "We've got work to do!"

"Right behind you," replied Ben as he quickly followed the Pro Hero into the shopping district. The commercial district of the city was as Ben kinda expected: extremely popular, dozens of citizens milling about, and stores of all kinds on every corner. If it wasn't for the Omnitrix's ability to translate everything Ben _saw_ into English as well as words, he would have had no idea what anything said.

The first thing Ben and Nemuri did was drop off his signature green jacket at the Pro Hero's friend's dry cleaning shop. The owner assured the teen that his jacket would be perfectly fine and that if it was damaged in any shape, way, or form, he would compensate Ben for the damages, despite the wearer of the Omnitrix saying that it was alright and he didn't need to do that. It seemed like the guy wasn't going to accept 'no' for an answer so Ben relented after a minute of objecting. With the jacket at the dry cleaners, the Pro Hero and Wearer of the Omnitrix started shopping.

And immediately, Ben wished they hadn't.

From the get-go, Nemuri had Ben try on loads of different combinations and styles of clothing. Basically, whatever the Pro Hero thought would look good on the teen, she had him try on. So for as long as the two were shopping, Ben was Nemuri's doll that she was playing dress-up with. Basically, most men's worst nightmare: clothes shopping and being forced to change their style of attire.

Initially, Ben had tried to pick out his clothing, which mainly consisted of black t-shirts and jeans. His argument when Nemuri gave him an odd look was that "It's my style," he'd stated to her quirked eyebrow look. This of course wasn't accepted by the Pro Hero which led to where they were currently with the teen hero at the mercy of this woman's sense of fashion. Thankfully, Nemuri allowed Ben to keep a _few_ of the clothing he had picked out, provided he let her choose some more stylish clothing.

"You never know when you might need it," she stated, to which Ben didn't say anything but give an eye roll.

After some time getting new clothes for the bearer of the Omnitrix, the two decided to take a short break at a cafe, taking a table outside to enjoy the warm sun.

"I still think you enjoyed yourself a little more than you should have," commented Ben somewhat indignantly, not particularly enjoying being basically forced to play dress up for Nemuri.

"Maybe, but I wasn't gonna let you pick out something so boring, for your clothing," countered the Pro Hero as the waitress brought out two beverages. The raven-haired woman had ordered an ice-tea while Ben had chosen a fruity beverage.

The Omnitrix hero took a few sips from his fruity beverage before glancing down at it. As the taste set in, he shrugged nonchalantly.

_'Eh, I'm not really feeling this drink,'_ he thought to himself, _'Pretty sure there's a smoothie place around here, at least I hope there is.'_

"Either way," picked up Ben, returning to their conversation, "I still want to say thanks for doing this for me."

"It's no worry at all, Ben," assured the Pro Hero with a smile. "If you want, just think of it as me repaying you for your help during the arms deal."

"Still, I feel like I'm freeloading off you," responded the wearer of the Omnitrix.

"I promise you, Ben, you aren't," Nemuri encouraged the teen. "If anything, it would be nice to have someone else around the house."

"What, no boyfriend at all? Or should I say, boy_friends_?" Ben asked with a smirk. "Considering the way you dress, act, and look, I find _that_ very hard to believe, Nemuri."

"Oh shut up," Midnight said, though it was with a chuckle. "I've had a few for your information. Just never really got anywhere with them is all. Truth be told, they were all sorta boring anyway. I did know this _one_ guy I sort of really liked back when I was younger, but..." She paused for a minute as her eyes seemed to be far away again.

"Midnight, you're doing it again," Ben piped up.

"O-Oh! S-sorry. Well, things just… happened. Never got the chance to tell him and eventually, my Pro Hero career took off and we just... drifted apart."

"I see," Ben nodded. He was sure there was a bit more but didn't want to pry.

"Oh, but listen to us sounding like gloomy Guses," Nemuri exclaimed with what looked like a hastily pasted smile. "Let's talk about some more fun stuff, yeah? Wanna hear about the time some friends of mine and I broke up a Quirk-enhancing drug ring?"

"Would I!?" Ben said excitedly as he sat forward a bit

So Nemuri told Ben about how they fought some villains that had used a drug that was supposed to boost the power of one's Quirk, but also turned them into monsters. After that for the next few minutes, the two continued chatting with each other. Not really about anything specific; just shooting the breeze so to speak. It wasn't long though before the Pro Hero and teenager were suddenly interrupted when they heard about three sets of footsteps approaching them.

"Well isn't _this_ a surprise!" said a feminine voice from behind Ben. Upon that, Nemuri looked behind him and her face fell as she muttered,

"Oh _great_." This caused the Bearer of the Omnitrix to turn around to view the source of the voice and Midnight's displeasure.

The first thing that entered his field of vision was a _very_ large rack that was held within what looked like a purple bodysuit. A voluminous blush swept across the young hero's face as he leaned back to see who it was that owned this… rather impressive pair of assets. The person was a voluptuous young woman with purple eyes with white pupils and elegantly long eyelashes. She also had long, voluminous, creamy blonde hair that reached her waist, with two shorter strands curled to frame her face which were parted slightly to her left. Her clothing looked like a costume a hero would wear, composed of a purple and tan-colored skin-tight bodysuit, which was accented with orange stripes.

The suit appeared to have a pair of purple gloves with orange accents on the edge of the cuff. The design was similar for her "boots" which were cut off at the thigh in a deep v-shape. The suit also had three peculiar orange diamond-shaped dots on the purple top that were located under her chest. On her face, she wore a purple domino mask with horn-like protrusions on the sides.

With the woman were two others, both of whom looked to be men based on their physique. One was a little short, wearing a dark blue bodysuit that included a wooden belt, knee pads and shoes. A small bundle of roses hung from the left side of his belt. The other was a slim, muscular male who stood a bit shorter than the woman, but taller than the other man. He had gray hair shaped into three sharp points that covered the right side of his face, dark gray eyes and a mask that covered his mouth.

This man's costume was also much more detailed than the other man's. He wore a blue mask that covered his mouth, tied with red yarn. He sported a red shinobi shozoku underneath a blue robe. His arms are covered in a thin dark cloth that tucks into his white forearm sleeves. There were red straps attached to his belt and his robe that extended outward. Not only that, but he had a gold mask attached to his shoulder and sported a red scarf that featured a white patch attached to the front of it. Finishing his costume was a pair of blue socks and yellow geta sandals. All in all, Ben figured the man was looking to adapt the appearance of a traditional ninja.

"Now who is this _handsome_ little devil?" asked the woman leaning down closer to Ben with a somewhat impish grin.

"Uh... hi," greeted Ben awkwardly.

"I have to say, I did not expect that we would run into any of you today," greeted Nemuri, coming to Ben's rescue, drawing the attention of the woman, "How are all of you?" Ben noticed that she actually seemed to be addressing the men more than the woman, as if she was trying to ignore that she was there at all.

"We're doing just fine, thanks, Midnight-Sama, thank you for asking," replied the ninja-like hero, addressing the Pro Hero with a slight bow, "Mt. Lady saw you at this cafe and wished to say hello to your friend here."

"I figured," Nemuri sighed." She then turned to Ben. "Ben, this is Shinya Kamihara, the Pro Hero Edgeshot," she gestured to the ninja before pointing to the wood man, "and Shinji Nishiya, who goes by Kamui Woods."

"Hey! What about me?" the blonde, apparently "Mt. Lady", protested, pouting and crossing her arms under her breasts, lifting them up and causing Ben's cheeks to redden more.

Midnight sighed and rolled her eyes before pointing half-heartedly at the other woman, "Right, right. This is Yu Takeyama, better known as Mt. Lady. The three of them form the Pro Hero team known as The Lurkers."

"Really?" replied Ben as he turned to each other the heroes, "Well, it's nice to meet you three."

"Well, now that you've introduced us, Midnight, why don't you introduce us to your handsome little friend here, _hmmm_?" suggested Mt. Lady as she smiled at Ben, who blushed a bit more and leaned a little further back.

"I was _getting_ to that, thank you," replied the Pro Hero in a slight testy sounding voice before she took a deep breath and pointed to Ben. "This is Ben Tennyson. He's staying with me at my home at the moment."

"Well, it's nice to meet you, Benji. _Very_ nice," greeted Yu as she went around Ben and quickly pulled a chair over to sit down next to the teen, which didn't seem to please Nemuri much. Her friends then took seats between her and Midnight. "I take it you're not from around here, right?" Yu asked Ben with a slight flutter of her eyelashes.

"No actually," replied Ben. "I'm actually from the United States."

"Oh?" said Yu in interest. "Where from?"

"A small town in New York by the name of Bellwood," he answered. "How'd you know I wasn't from around here?"

"Oh, a woman can tell," replied the blonde Pro Heroine. "Plus, I know Americans. I've been Stateside before. The folks there are _pretty_ friendly, lemme tell ya." She then gave him a saucy smirk. "_Especially_ the guys."

"Uh, you… you don't say," Ben said nervously, tugging his collar a tad. Suddenly it had just gotten a lot hotter outside. Thankfully, Shinji provided a distraction for Ben from his… rather mature thoughts.

"Why are you staying with Midnight? I know she's not the type to simply invite a stranger into her home," he asked, tilting his head to the side slightly curiously. Ben was about to answer before Midnight beat him to it.

"Ben's parents are old friends of mine," she explained. "You see, not too long ago, Ben's parents were killed in an attack from Villains. They asked me if anything happened to them, that I would look after Ben."

"I see," responded the Pro Hero before he turned towards Ben. "I am sorry for your loss."

"It's alright," said Ben. "You didn't know and I've gotten over it. Doesn't mean I won't forget what happened though."

Shinji nodded as he accepted the young hero's answer. Ben and Nemuri then shared a private look with their eyes, thankful they'd boughten the story. While the two had been on their way to the shopping district, they'd come up with the little cover story that Ben's parents were old friends of Nemuri's. That way if anyone asked why he was living with her, Ben or Nemuri would simply say that she had been made his guardian if anything happened to them and, with their death's, he was now staying with her.

"Well it looks like you're fitting right in already," chirped Yu. "Your Japanese is very good."

"Indeed," Shinji agreed. "I can't even hear an accent."

"That's because he isn't _really_ speaking Japanese," spoke up Midnight with an amused smirk.

"What do you mean?" asked Shinya.

"I think I can answer that," spoke up Ben, getting the Pro Heroes attention. He then held up the Omnitrix. "You see, my watch isn't _really_ a watch. It's actually a genetic stabilizer that also has a universal translator built-in. Basically, the translator lets me speak or read any language in the world while making it seem, at least to me, that everyone is speaking English or that stuff is written in the same language. It also lets me _speak_ any other language that is selected while making it seem to _me_ that I am still speaking English, whereas to everyone else I am speaking the selected language. Does that make sense?"

"I believe so. You're saying that it is a translator that can help you understand any language in any other in real-time," surmised Shinya. "A very useful tool indeed, Ben-San."

"Saves a ton on lessons at least," added Ben humorously, earning a chuckle from both Midnight and Yu. However, Shinji picked up on one thing Ben had said.

"So this allows you to speak, read and understand any other language. Might I ask what you need a genetic stabilizer _for_, though?" asked the Pro Hero.

"That? Oh, well, that has to do with my Quirk," answered Ben.

"Really?" asked Yu, raising an eyebrow, "What sort of Quirk do you have that you'd need something like that?"

"Well, I guess you could say my Quirk is extremely rare, like one of a kind," began Ben, going over the cover story he made in his head once more. "My Quirk, Omni-Forma, makes my genetic code _extremely_ unstable, and makes it easy to mutate or transform. Essentially, I can rewrite my own DNA to allow me to take on numerous new forms with different abilities depending on how my genetic code is arranged. But because my code is so unstable, I can't maintain those forms for very long, which is where this little gadget comes in."

He held up the Omnitrix for the Pro Heroes to see. "The watch acts as a genetic stabilizer, allowing me to maintain my transformations for longer periods of time."

"I don't think I've heard of a Quirk like this before," said Yu, her coy smile returning as she leaned over to Ben. "Guess that makes you a one of a kind sorta guy, huh?"

"I-I guess it kinda does," he chuckled awkwardly, his blush returning as he rubbed the back of his head.

"Very interesting. But I'm curious; what would happen if that device was ever removed from your wrist?" asked Shinji.

At that question, Ben made a grimace. "Well, see, it's a little difficult to explain, so I'll try to give a hypothetical example. Have any of you ever seen the movie _Indiana Jones and the Raiders of the Lost Ark?"_ replied Ben.

"Yes/No." While Yu had said 'no', the other Pro Heroes had answered 'yes.'

Shinji then chuckled at that. "I have to say, you chose _quite_ the old film to make a comparison to. A Pre-Quirk one at that."

Ben let out a nervous chuckle of his own. "Well, what can I say? I'm kind of a real classic movie buff thanks to my Grandpa. So anyway, do you remember that scene when the Nazis opened the Ark of the Covenant and they started melting?"

"Yuck! There's people _melting_!?" Yu cried with a gag, "Remind me never to watch _that_ film!"

Midnight gave her a glare before turning back to Ben, "Yes, I remember that scene. Gave me nightmares for a few weeks to be sure. But what does that have to do with..." Nemuri then trailed off as she realized what Ben was saying. "Oh…" she said with a grimace of her own.

"Yeah, it _wouldn't_ be pretty. Either that, or I'd end up a huge, rapidly changing, jumbled mass of different forms, not being able to move or talk or even _breathe_!" finished Ben, causing the others to stare with wide and slightly horrified eyes.

Internally, Ben was mentally thanking that despite how different this world is compared to his own, there were still some things that are consistent between them. He had to be more careful, though. There was still a lot about this world he didn't know and he couldn't make comparisons like that anymore. At least not until he did more research into the timeline and pop culture. He was a bit curious anyway about what sort of time he was now in if movies like _The Last Crusade_ (which was only a couple _decades_ old back in his world) apparently seemed to be on par timewise with movies like Casablanca from the way Shinji spoke of it.

"So if that device was ever removed... you could die as a result," finalized Shinya, his tone a bit more grave.

"I really hope I never have to find out, but yeah, I could very well end up biting it," stated the Teen Hero. A bit of an uncomfortable silence followed for a few seconds before Yu spoke up.

"Well, on a more positive note, do you think you can show us one of these forms of yours?" she asked, "I'd _love_ to see what you can turn into!"

"I don't see a problem," shrugged Ben as he tapped the faceplate of the Omnitrix, the device beeping as the holographic wheel appeared and he began swiping through his transformations.

"I wouldn't if I were you," said Shinji seriously. "After all, the use of one's Quirk in public without authorization _is_ prohibited by law."

"Oh," replied the Wielder of the Omnitrix as he deactivated the watch and put his arm down. "Well then, I guess I'll have to show you some other time."

"You just might have to," agreed Yu as she unexpectedly reached to wrap her arms around Ben's right arm and pulled it into a hug, the limb being tucked in her generous cleavage. "Personally, I'd love to learn more about someone as handsome as you, Benji."

"O-okay," stuttered Ben as his face started turning bright red and was very relieved when Nemuri stepped in.

"Why does it feel like that isn't the only thing you want to do with him?" inquired the Pro Hero, her brow twitching as a dangerous grin spread across her face, "Do I have to mention that Ben here is a little young for your tastes?"

"Maybe for you," Yu shot back with a challenging look, "I'd say I have more of a chance. Not to mention that I happen to like my men _young_ and _virile_."

She then stuck her tongue out at her. At that, a vein appeared on Midnight's head as her smile turned into a murderous glower and her long red nails began clawing the table, leaving small scratch marks.

Ben could now easily discern three things from this conversation: Firstly, Yu was an incorrigible flirt and loved to use her bombshell looks to get any guys she thought were cute to like her, even if (like Midnight mentioned) they were younger than her. Second, just because Nemuri and Yu _knew_ each other didn't mean they were _friends_. If anything, Midnight and Mt. Lady seemed to be "barely-tolerable acquaintances" at best. And third, there was no doubt going to be a catfight with _him_ right in the middle of it!

"I-I think we're getting _a little_ off-topic here, don't you?!" Ben quickly spoke up, desperately trying to get the conversation back on track before the inevitable female battle royale broke out. The two women continued glaring at each other for a few more seconds before they sighed and he felt Yu loosen her grip on his arm, though his face remained pretty red.

"I agree with Ben. If you don't mind me asking, what are you three doing here? I don't think it's just to say hello, right?" asked Midnight. She suspected that the two male heroes weren't here just because. Yu, however, _could_ very well be. After all, given her reputation among Pro Heroes for being extremely vain and adoring the attention she got from the civilian population (the _male_ civilian population in particular), it wouldn't surprise Nemuri in the slightest.

"You'd be correct, Midnight-Sama," replied Shinya, "We were actually on patrol. There's been suspicion that a Villain may attack this area."

"How precise _is_ this suspicion?" asked Nemuri, her eyes narrowing slightly. Before the Pro Hero could answer, a huge explosion erupted not far from where the heroes were present. All the Pro Heroes and Ben shot to their feet as the screams of civilians fleeing the area followed the echo of the explosion. From the smoke and fire emerged a single figure, a woman who appeared to be wearing a dark blue leotard with long sleeves, black gloves, and thigh-high high-heeled boots. A lightning bolt cut out went down her chest, exposing her cleavage. Her skin was a pale blue, much like her hair and eyes. Other than her appearance, the most notable thing about this woman was the _lightning_ that was arcing from her hands!

She currently was facing what looked to be a bank with a line of ATMs lining the outside of the building. A wide grin formed on her face as she sent out arcs of electricity towards the machines. The bolts of energy latched onto the ATMs, causing them to begin sputtering wildly before spewing out hundreds of thousands of Yen bills onto the ground.

"Jackpot! We have a winnah here!" cackled the woman.

"Guess that answers _that_ question," commented Ben dryly.

"Go, get to safety," ordered Kamui Woods as he, Edgeshot, and Mt. Lady charged right towards the villain. The wearer of the Omnitrix watched in surprise as Yu suddenly started growing in size until she was a towering 67 feet in height. Seeing the charging Pro Heroes, the Villainess turned her attention to the trio and gave a sadistic smirk. She then fired a large bolt of lightning at them, scattering the three, but hardly stopping them.

Ben's hand instinctively went to activate the Omnitrix, however, Nemuri stopped him by placing her hand on his shoulder. Looking back, he saw the expression on the Pro Hero's face.

"Ben, I know you want to help, but you heard Shinji; using your Quirk without a license is a very serious offense," warned Midnight.

Ben thought about it for a moment, debating if he should listen to her or not and it wouldn't be the first time he ignored someone's orders, a good example being when he would use the Omnitrix during basic Plumber training when he, Gwen, and Kevin were being trained by Magister Hulka.

_'Besides.'_ Ben thought to himself, _'I don't think getting arrested would help me that much__ in this world.' _

On the other hand, Ben had "hero" ingrained in his system and that didn't mean he couldn't do anything. So in the end, Ben decided on a compromise he hoped Midnight would accept.

"Alright, I'll leave it to them. Still though, let's at least help get the civilians to safety. Don't always need powers to do that."

"Fair enough," answered Midnight with a nod.

So while the three on-duty Pro Heroes attempted to subdue the electric-based Villainess, Ben and Nemuri helped anyone and everyone they could get to safety and out of the immediate area to allow the Heroes to do their work. Of course, they also had to be careful due to the random bolts of electricity that would arc randomly outward and strike whatever was unfortunate enough to be hit with what could only be 300 million volts at least. Basically, you would be struck by lightning if you were unfortunate enough, so caution was a big must.

Meanwhile, with the battle, the Villainess seemed to be getting a kick out of the fight with the three Pro Heros. "Aw, what's wrong _heroes_?" taunted the villainess as she kept them at bay, blasting bolts of lightning out at The Lurkers as they tried to attack her. "Afraid of a little _lightning_?"

The electricity-based foe spun around and blasted out a bolt at Kamui Woods, forcing the wooden hero to extend a long tree branch and hoist himself out of danger as the bolt struck the ground where he once was. The Villain's body crackled with electricity for a moment before _she _transformed into a bolt of lightning herself and shot across the four-way intersection. Edgeshot had tried to attack her from behind, having flattened his body into an extremely sharp blade. The blade however only pierced the road where she had been previously standing. Edgeshot then morphed his head back to normal as he attempted to chase after her.

The villainess zapped around the area before reforming in the center of the intersection. She thrust her hands forward, blasting another bolt of lightning at the ninja-like hero that actually hit him and caused Edgeshot to cry out in pain as he was slammed into a wall behind him, returning to his normal form. Glancing behind her, the electric Villain saw Mt. Lady charging towards her. With a dark grin, she raised her hands into the air as all around her- the traffic lights, light poles, anything that had electricity flowing through it, suddenly seemed to have its charge sucked right toward the Villainess. She brought all the electricity to her hands and created a large orb of lightning before hurling it at the heroine.

Yu's eyes widened in surprise before she just barely avoided the deadly projectile by darting to the right and let the ball strike the building behind. The orb electrocuted the entire building, shattering all the lights within, and a few of the windows as a loud buzzing echoed through the air.

"I have to say, Mt. Lady," commented the electric Villainess as she charged up another bolt of electricity, a taunting grin on her face, "I didn't know you could move like that, but I think I shouldn't be so surprised, given how much you like guys attention."

"That supposed to mean something, Sparky!?" demanded the heroine as she was back on her feet, a furious snarl on her face at the obvious insult and innuendo.

"Hey, you're smart, Blondie," the villainess replied, as she fired another ball of electricity, "_YOU_ FIGURE IT OUT!"

Back with Ben, he was just helping a few people get to safety, ushering the shoppers to a good distance, and helping whoever needed it the most. He had just finished getting a few more people out of potential danger when Nemuri jogged over to join him.

"I got all the civilians to a safe distance and the police are on their way," informed the Pro Hero.

"Good to hear," replied Ben as he turned to face her. "Just got the people on my side to safety, so I think that's everyone."

"That just leaves the Villain," stated Midnight as she turned to watch the situation, the Wielder of the Omnitrix doing the same.

While they were watching the fight play out, Ben couldn't help but be a little bit in awe of the situation at hand. Sure he had seen and experienced _plenty_ of crazy things first hand being the wearer of the most powerful weapon in his universe, but honestly, it had been a while since he'd been on the sidelines on something like this. Watching three heroes take on a powerful villain, each with their own unique powers. In a way, like a repeat of when Ben first laid eyes on the Galactic Enforcers when he was ten. Even more so, it kinda reminded Ben of _himself_ when he, Gwen, and Kevin fought the bad guys.

It didn't need to be said that Ben was enjoying watching the spectacle very much; so much so that a certain something almost slipped his attention. Upon hearing a cry, Ben looked and his eyes widened. Near one of the stores on the other side of the fight was a young girl of about medium height and slim build with ginger hair that was tied into a high ponytail on the left side of her head. She looked as though she was pinned down by the leg by a piece of debris that she was trying to lift, but not having much luck with.

_'Must have fallen off the building when it was hit by that orb,'_ thought Ben as he noticed the damaged structure behind her.

Every part of Ben was telling him_ 'go help her,'_ but he then remembered what Shinji had said. Using his powers could get him arrested and he really didn't want to go through that hassle, especially since he didn't exist in this world and that alone could be a serious problem for him in the long run. So for now, he just had to sit, wait, and pray that the heroes notice her and give her aid. Unfortunately, from the way things were going, it seemed they were too focused on the Villain.

"Come on...," pleaded the Omnitrix wearer quietly, "Someone, just look to their right…"

"What did you say, Ben?" asked Midnight as she turned to Ben.

The young hero was about to answer when suddenly, the villain charged up another one of her electric orbs and hurled it at the Pro Heroes, who dodged the attack but the girl on the other hand couldn't because she was still pinned.

Suddenly, Ben broke into a sprint, activating the Omnitrix while he rushed as fast as he could to the trapped girl, ignoring Nemuri shouting his name as he ran full speed. At the moment, he wasn't thinking about the consequences, the trouble he'd get into. All he was thinking about was protecting that girl. As the orb closed in on the trapped civilian, Ben found the alien he needed and selected it, the faceplate sliding back to reveal the core as it sprung up. Seconds passed as Ben put himself right between the orb and the trapped girl and a bright green flash erupted from the teen as he slammed the core down.

* * *

"Dammit!" cursed Edgeshot as he, Mt. Lady and Kamui Woods formed up together, "We're getting _nowhere_ like this!"

"Not to mention that with how much energy she's giving off, we can't even touch her. That energy transformation power of her's is a pain too," added Kamui, recalling trying to catch the villainess in his branches several times but she simply zapped out of his grip each time.

"I can't even use my full size," grumbled Mt. Lady, having reduced in size to avoid being an even larger target for the villain to hit and to avoid property damage.

It was true that they were getting anywhere in this battle. Unfortunately for them, the _Villainess_ knew this little fact too as she gathered more electricity into another orb. A sadistic grin spread on her face as she charged this one up even more than the last one she'd fired at Mt. Lady.

"Having a hard time today, _Heroes_?" taunted the Villainess, "Well, I wouldn't worry too much; it'll all be over in a second!"

She then hurled the orb at the three, forcing all of them to dodge the attack.

"Ben?!" Midnight suddenly shouted, catching the attention of the Pro Heroes as they spun around to see the teenager sprinting towards something. It looked to be a girl that had gotten trapped by some fallen debris from a building.

"Stop him!" shouted Edgeshot, but it was already too late.

None of the heroes could move fast enough to stop Ben or save the civilian from the incoming attack. It was at the last second that a miracle happened, a bright green flash erupted from Ben as he stood between the orb and the girl. The flash caused the Pro Heroes, Nemuri, and the Villainess to look away for a moment before looking back to see what had happened.

Standing where Ben had once stood was a large seven-foot-tall cycloptic humanoid that looked to be made of purple rock with several dark lines and spots. His hands and face were magenta and he sported six magenta shards on his back; two on his chest, one on the top of his head that resembled a horn. His face consisted of a mouth and one large green eye at the center. His arms were crossed over his chest as his entire body crackled with electricity, but that electricity suddenly changed and became an array of colors that swept across his entire body.

The figure brought his arms down and took a step forward, striking a small pose with his arms by his sides. **"CHROMASTONE!"** shouted the figure as the energy faded away, his voice having a sort of metallic ring to it. A green and black symbol was positioned on the center of his chest, having been revealed when he lowered his arms.

"B-Ben?" asked Mt. Lady, surprised by the sudden appearance of the purple humanoid. She wasn't the only one as Edgeshot and Kamui Woods looked equally shocked. Nemuri's eyes widened and the girl simply stared wide-eyed at her savior. The Villainess, on the other hand, looked a little more annoyed.

"So, another wannabe Hero, huh," she sneered. "Well then, _Rocky_, let's go!" Her hands crackled with lightning menacingly.

Chromastone looked at her and then looked up at Yu, and then at her partners, his mouth in a smirk.

"Guess you guys get to see my Quirk in action after all, huh?" inquired the transformed teen hero humorously.

_**To Be Continued...**_

* * *

_**Author's Notes:**_

_**And we've reached chapter 4 of My Ultimate Academia. Things are going pretty well and Midnight is beginning to do her own little background search of Ben Tennyson. I imagine she's gonna be quite surprised when she finds out that the person she is letting live in her home DOESN'T EXIST! Many conversations are gonna be held about that, or maybe just one, who knows? Well, obviously me as the author, I'm gonna know, but it's fun to pretend. In any case, Ben playing dress-up with Midnight while his jacket got dry cleaned, Ben meeting other Pro Heroes, taking on a villain and saving a bystander. Three guesses who it might be?**_

_**Sorry if there wasn't as much action in this chapter, I just wanna keep things even; a little action here and a little cool down there. It's not gonna be action all the time, Ben is human and can't be a hero 24/7, as much as I'm sure he'd like to.**_

_**Speaking of going hero, about Ghostfreak and what might happen to him if he had the Decay Quirk used on him. I'm inclined to believe that Ghostfreak would be immune to such attacks, for one reason or another like intangibility and if the Quirk does affect Ghostfreak, Ectonurites can shed their skin to get new ones. As for Diamondhead, with what I found in my research regarding Diamondhead, silicon in real life, **_**_Tomura's quirk, and how it functions, I believe that Diamondhead would be immune due to Silicon breaking down much slower than other materials and Diamondhead being able to regenerate those crystals. _****_It's also constantly described as 'Decay' and from watching the quirk actually function, it appears to me the quirk causes things to break down much faster than normal. With that in mind, I'm gonna treat the Quirk the way I see it. _****_So Diamondhead and other silicon-based aliens would be affected by Tomura Shigaraki's quirk, it would just take him like a year to break through the crystals. _****_However, there are still plenty of chapters between here and when Ben actually does take on Tomura, so my stance can change from now until then._**

**_Moving on._**

_**I also came up with the name for Ben's 'Quirk,' Omni-Forma. Like when Gwen made the Analogy with 'Uni' meaning 'One' and 'Omni' meaning 'All,' I decided to follow a similar route and take the Latin word for Form and found it to be 'Forma' and just thought it'd work and it does, for me anyway. Now, for his hero name, still working it out, I've come up with some names; Revamper, Omnimus, X (if I wanted to borrow the name from CaptainRex75 who writes 'Avenging 10), and a few others. I am open to suggestions for Hero names and I do have an excellent idea in mind for what Ben's costume will be, won't spoil it, so just be patient.**_

_**Now to answer a few points brought up in the reviews:**_

_**Amit Barabi: While I agree that adding another villain might crowd the story a bit. But, given that it is Eon that would be added, I feel that it wouldn't be right not to add him. Interdimensional hopping is kinda his whole thing and not adding him wouldn't feel right. So, much later in the story, like way, way, WAY later into the story will Eon appear, along with Ben 10K and Paradox. To keep things simple, I may just have him appear for one arc kinda like how he appeared for one episode in Ultimate Alien.**_

_**Megalodonbites: I will include at least one anime trope into this story and it will obviously involve Ben and possibly one or multiple characters from MHA, three tropes maximum. It's still anime and I kinda wanna make it meta for a cartoon character to question the trope and how that scenario would logically work/play out in a cartoon. Also, I wanna poke a little fun at Ben and embarrass him a little bit. I won't say what the two tropes will be exactly, but I will allude to what those two could be. Popularity can be as much of a curse as it can be a blessing and hugs are nice. That's all I will say for them.**_

_**As for the third, well, most anime protagonists have to deal with the fearsome 'Yandere' at times so I figured I'd have Ben have a deal with a Yandere of his own. I was planning on the Yandere being Elena Validus but then I thought it would be too difficult to explain how she got to the same universe as Ben. However, this is just purely speculation/idea, I don't have to include the Yandere bit, but I sort of want to because why not? **_

_**It's not that much of a stretch; a Redditor by the name of Just Call Me Jade actually made an analogy on r/Ben10 that Ben 10 is just a harem anime with an OP protagonist. Don't believe me? Let me tell you what was on the post. On the post, it listed photos six women that Ben could be with that also have explanations beneath them, which are as follow: Looma Redwind, the tall, muscular girl; Ester, the obligatory cat girl; Elena Validus, the yandere; Attea, the high and mighty ice queen whose heart the hero melts; Julie Yamamoto, the best girl everyone likes; and Kai Green, the tsundere everyone hates. **_

_**This is kinda true if you think about it.**_

_**Moving on.**_

_**Hawkcam1996: Perhaps when he first started being famous, but the Ben in my story is going to be like the more modest/humble version we saw in the first two seasons of Alien Force. I figured Ben coming up with the Quirk cover story would allow him to relate a bit more than just finding a random watch that fell out of the sky; fewer questions would have been raised, and is less complicated in the long run. I will have Ben reveal his true origin and the origin of his powers, just not right now. As for why Ben's parents are dead, well I figured it would be easier to do this to allow Nemuri to become Ben's surrogate mother of sorts since he lost his original mother and father.**_

_**Fnix 99: I'm glad you like it. I'm being particularly careful with relationships due to still being new to MHA so I'm gonna take my time with this story.**_

_**Guest: I can see Vilgax being able to touch Mirio while he is using his Quirk. As far as I can see and what is said in his bio on Wiki, his intangibility functions in the same way as Big Chill's does.**_

_**...**_

_**I think that about covers things. **_

_**So, going back to what I said to Megalodonbits; Ben 10 is just a harem anime with an OP protagonist: change my mind. **_

_**However, that isn't to say this story will become a harem fic, just pointing out that it wouldn't be that much of a stretch if it was made into one. So don't worry Antonio405, this won't be a harem, but I will poke a little fun at the idea of some girls fighting over Ben. Besides, just because Ben is friends with other women/girls in the story, doesn't he will end up with them. I just want to poke a little fun at Ben and see how he would handle multiple women coming onto him.**_

_**Moving on.**_

_**I want to thank the Deviantart Artist: Amenoosa, for creating the cover image for My Ultimate Academia. I really appreciate the work he went into creating the cover image and I can't thank him enough for it. You should check out his work, he has done multiple other deviations of characters from other media, even one deviation for Ultimate Fairy. Seriously, this guy is crazy good at art and you should definitely check him out.**_

_**I would also like to apologize if I didn't portray certain characters correctly since I am still new to MHA and it's characters and not certain how they would behave, or how their quirks function specifically. So, I'm kinda experimenting with the interactions between characters, how the Pro Heroes Quirk's function/work, and hoping I am doing it correctly. Also, I may cameo some characters from other media for fun.**_

_**One last thing, I'm really sorry it took so long getting the next chapter out for this story, I just kept getting sidetracked and putting other stories ahead of this one, I almost forgot about it. I want to apologize for making you all wait for so long, it wasn't fair. However, I would like to thank those who sent me messages asking me to update this story. I'm really glad you kept reminding me of this story and how much you like it. If it wasn't for you guys, I would have likely forgotten almost entirely about it. So thank you guys for reminding me I still have other stories to write as well as other ones I've been giving more attention to.**_

_**I also want to thank MajorBrony95 for becoming my editor/beta reader, I really appreciate the help buddy! I'm really new to My Hero Academia and your help is seriously appreciated! **_

_**And that's it. I hope you liked the newest chapter and I really hope I don't make you all wait as long as I did for the next chapter.**_


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